Common use of Compliance with Securities Laws Clause in Contracts

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended Holder hereby represents, warrants and covenants that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee he/she/it is an “affiliateaccredited investor” of the Corporation, (as that term is defined in Rule 144 501 under the 1933 Act (“Rule 144”Act, as amended by Section 413 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act), that any shares of stock purchased upon exercise of this Warrant or acquired pursuant hereto shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof, that the Holder has had such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued opportunity as such Holder has deemed adequate to an “affiliate” obtain from representatives of the Corporation may bear a legend setting forth Company such restrictions on information as is necessary to permit the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to this Warrant will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, previously granted to the Holder) and requirements will be “restricted securities” within the meaning of Rule 144 (or under the 1933 Act and that the exemption from registration of under Rule 144 will not be available for at least six months from the date the shares are acquired, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of common Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Holder pursuant to this Agreement under Warrant may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to Purchaser will observe and comply with all applicable federal the Securities Act and state securities laws; providedthe rules and regulations promulgated thereunder, howeveras now in effect and as from time to time amended, notwithstanding in connection with any offer, sale, pledge, transfer or other provision disposition of this the Shares. In furtherance of the foregoing, and in addition to the restrictions contained herein or in the Registration Rights Agreement, the Corporation shall Purchaser will not be obligated offer to issue any restricted sell, exchange, transfer, pledge, or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation otherwise dispose of any of the Shares unless at such law. It time at least one of the following is intended that Transferable Shares shall be registered satisfied: (i) a registration statement under the Securities Act of 1933 (covering the “1933 Act”). If Employee is an “affiliate” Shares proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the Corporationproposed sale, as that term is defined in Rule 144 transfer or other disposition, and containing a current prospectus, shall have been filed with the SEC and shall then be effective under the 1933 Act Securities Act; (“ii) such transaction shall be permitted pursuant to the provisions of Rule 144”); (iii) counsel representing the Purchaser, such Employee satisfactory to the Company, shall have advised the Company in a written opinion letter reasonably satisfactory to the Company and its counsel, and upon which the Company and its counsel may not sell rely, that no registration under the Transferable Shares except Securities Act would be required in compliance connection with Rule 144. Any certificates representing Transferable Shares issued to the proposed sale, transfer or other disposition; or (iv) an “affiliate” authorized representative of the Corporation may bear SEC shall have rendered written advice to the Purchaser (sought by the Purchaser or counsel to the Purchaser, with a legend setting forth such restrictions on copy thereof and of all other related communications delivered to the disposition Company) to the effect that the SEC would take no action, or transfer that the staff of the Transferable Shares as SEC would not recommend that the Corporation deems appropriate SEC take action, with respect to comply with federal and state securities laws (and the proposed sale, transfer or other disposition if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions)consummated. The Employee acknowledges and understands that Purchaser is aware of the Corporation may not be satisfying the current public information requirement provisions of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 ActSecurities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, until all applicable conditions including the requirement that the Shares be held for a minimum of one (1) year and requirements in certain cases two (2) years, after they have been purchased and paid for within the meaning of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied144.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply Holder, by acceptance hereof, agrees that, absent an effective registration statement filed with all the Securities and Exchange Commission (the “SEC”) under the Act, covering the disposition or sale of this Warrant or the Warrant Shares issued or issuable upon exercise hereof, as the case may be, and registration or qualification under applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall Holder will not be obligated sell, transfer, pledge, or hypothecate any or all such Warrants or Warrant Shares, as the case may be, unless either (a) the Company has received an opinion of counsel, in form and substance reasonably satisfactory to issue any restricted the Company, to the effect that such registration is not required in connection with such disposition, or unrestricted common stock or other (b) the sale of such securities is made pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act Act. By acceptance of this Warrant, the Holder hereby represents, warrants and covenants that (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to i) it is an “affiliateaccredited investor” as defined in Rule 501 of Regulation D promulgated under the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws Act; (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable ii) any Warrant Shares shall be subject to similar stop transfer instructions). The Employee acknowledges acquired for investment only and understands not with a view to, or for sale in connection with, any distribution thereof; (iii) that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes Holder has had such opportunity as such Holder has deemed adequate to sell the Transferable Shares or other conditions under Rule 144 which are required obtain from representatives of the Corporation. If so, Company such information as is necessary to permit the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; (iv) that the Holder is able to bear the economic risk of his or her investment holding such shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; (v) that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Act (unless otherwise required pursuant to exercise by the Holder of the registration rights, if any, previously granted to the registered the Holder) and will be “restricted securities” within the meaning of Rule 144 under the Act and that the exemption from registration under Rule 144 will not be available until the applicable holding period has been satisfied and unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (vi) that all stock certificates representing shares of stock issued to the Holder upon exercise of this Warrant may have affixed thereto a legend substantially in the Sharesfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. The Employee agrees not legend set forth above shall be removed and the Company shall issue a certificate without such legend to make, without the prior written consent holder of the CorporationWarrant Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, any public offering if (A) such Warrant Shares are sold or sale of the Shares although permitted to do so transferred pursuant to Rule 144(k144 (assuming the transferor is not an Affiliate of the Company (as defined below)), (B) promulgated such Warrant Shares are eligible for sale under the 1933 ActRule 144 free from any volume or other restrictions, until all or (C) if such legend is not required under applicable conditions and requirements of Rule 144 the Act (or registration of including controlling judicial interpretations and pronouncements issued by the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedSEC).

Compliance with Securities Laws. (i) The Corporation shall make reasonable efforts to comply with all applicable federal Holder understands that the Warrant and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any Shares are characterized as “restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliatesecurities” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“inasmuch as they are being acquired from the Company in a transaction not involving a public offering, and that under the 1933 Act and applicable regulations thereunder, such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144”), such Employee may not sell as presently in effect, and understands the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of resale limitations imposed thereby and by the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions)1933 Act. The Employee acknowledges and Holder understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes Company is under no obligation to sell the Transferable Shares or other conditions under Rule 144 which are required register any of the Corporationsecurities sold hereunder except as provided in Section 11 hereof. If so, the Employee The Holder understands that Employee no public market now exists for this Warrant or the Shares and that it is uncertain whether a public market will be precluded from selling the securities under Rule 144 even if the one-year holding period (ever exist for this Warrant or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of . (ii) This Warrant and all certificates for the Shares although permitted issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to do so pursuant to Rule 144(kany legend required by state securities laws): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF (A) promulgated under the 1933 ActAN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 XxxB) and this Agreement have been satisfiedA “NO ACTION” LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OFFER OR (C) SATISFACTORY ASSURANCES TO THE CORPORATION THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.”

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal Lender hereby represents, warrants and state securities laws; providedcovenants that (1) the Note, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Warrant and Warrant Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution (within the meaning of the Securities Act of 1933 1933, as amended (the “1933 "Securities Act”"). If Employee is an “affiliate” , and rules, regulations and interpretations thereunder and thereof) thereof; (2) the Lender has had such opportunity as the Lender has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Lender to evaluate the merits and risks of its loan to the prospective Company and any investment and to make an informed investment decision. The Employee in the Company; (3) the Lender is able to bear the economic risk of his holding the Note, Warrant and Warrant Shares for an indefinite period; and (4) the Lender understands that (i) the Note and Warrant will not be registered under the Securities Act, (ii) the Warrant Shares will not be registered under the Securities Act unless and until the Lender's rights under the Warrant are exercised in accordance with the terms thereof, and until such registration is effected, (iii) the Note, Warrant and Warrant Shares will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and (iv) the exemption from registration under Rule 144 will not be available for at least one year from the date of purchase of the Note and Warrant or her investment in exercise of the SharesWarrant, as the case may be, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with. The Employee agrees Company acknowledges that a transfer of the Note or a fractional portion of the Note to one or more of the partners who comprise the Lender as a distribution without consideration (whether upon liquidation of Lender or a withdrawal of capital by such a partner in accordance with Lender's agreement of limited partnership) will not to make, without require any registration of the prior written Note or any consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedCompany.

Compliance with Securities Laws. The Corporation No Stockholder shall make reasonable efforts to comply with all applicable federal Transfer any Common Stock, and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation Company shall not be obligated to issue transfer on its books any restricted or unrestricted common stock or other securities shares of Common Stock, unless: (a) (i) such Transfer is pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered an effective registration statement under the Securities Act of 1933 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), and is in compliance with any applicable state securities or blue sky laws or (ii) such Stockholder shall have furnished the Company with an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and any applicable state securities or blue sky laws and such Transfer shall not require the Company to register (or result in the Company being required to register) any securities (or any Transfer thereof) pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “1933 Commission”) thereunder (the “Exchange Act”); and (b) the certificates, if any, representing such Common Stock issued to the transferee shall bear the following legend (or one to substantially similar effect): “The shares represented by this certificate (the “Shares”) have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). If Employee is The Shares have been acquired for investment and may not be sold, pledged or hypothecated in the United States in the absence of an “affiliate” effective registration statement for the Shares under the Securities Act or an exemption thereunder. The Shares are subject to restrictions contained in a Stockholders Agreement, dated as of August ___, 2005. The Stockholders Agreement contains, among other things, certain provisions relating to the transfer of the CorporationShares. No transfer, as sale, assignment, pledge, hypothecation or other disposition of the Shares, directly or indirectly, may be made except in accordance with the provisions of such Stockholders Agreement. The holder of this certificate, by acceptance of this certificate, agrees to be bound by all of the provisions of such Stockholders Agreement applicable to the Shares.” provided, however, that term is defined the conditions set forth in Section 2.3(b) shall not apply to any sale of Common Stock pursuant to (x) an effective registration statement under the Securities Act or (y) Rule 144 promulgated under the 1933 Securities Act (“Rule 144”); provided, that such Employee may sale is not sell the Transferable Shares except made prior to a Public Offering Event (as defined in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructionsSection 5.1). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.

Compliance with Securities Laws. (a) The Corporation shall make reasonable efforts holder of this Warrant, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and the Warrant Shares issuable upon exercise of this Warrant for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to comply with all applicable federal and state securities lawssales registered or exempted under the Securities Act; provided, however, notwithstanding that by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other provision specific term and reserves the right to dispose of this Agreement, Warrant and the Corporation shall not be obligated to issue Warrant Shares at any restricted time in accordance with or unrestricted common stock or other securities pursuant to a registration statement or an exemption under the Securities Act. The holder of this Agreement if Warrant further represents, by acceptance hereof, that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered Securities and Exchange Commission under the Securities Act and was not organized for the specific purpose of 1933 acquiring the Warrants or Warrant Shares. (b) The holder of this Warrant understands that, until the “1933 end of the holding period under Rule 144(k) of the Securities Act (or any successor provision) this Warrant (and all securities issued in exchange therefor or in substitution thereof, other than Warrant Shares, which shall bear the legend set forth in Section 6(c) of this Warrant, if applicable) shall bear a legend in substantially the following form: The legend set forth above shall be removed and the Company shall issue a new certificate evidencing a new Warrant of like tenor and aggregate number of shares and which shall not bear the restrictive legends required by this Section 6(b): (i) if, in connection with a sale transaction, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a public sale, assignment, pledge or transfer of the Warrant, as appropriate, may be made without registration under the Securities Act”, or (ii) upon expiration of the two-year holding period under Rule 144(k) of the Securities Act (or any successor rule). If Employee ; provided that the holder of the Warrant is not and has not been within three months prior to such date, an “affiliate” of the Corporation, Company (as that such term is defined in Rule 144 under of the 1933 Act Securities Act) (“Rule 144”), in which event such Employee may holding period shall be deemed to have expired when such holder has not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to been an “affiliate” of the Corporation may Company for the preceding three-month period) . The Company shall not require such opinion of counsel for the sale of Warrants in accordance with Rule 144 of the Securities Act in the event that the holder provides such representations that the Company shall reasonably request confirming compliance with the requirements of Rule 144. (c) Subject to the terms of this clause (c), any certificate representing the Warrant Shares shall bear a legend setting in substantially the following form: The legend set forth above shall be removed and the Company shall issue the Warrant Shares without such restrictions on legend to the disposition holder of the Warrant Shares upon which it is stamped, (i) if the Warrant Shares have been resold or transferred pursuant to a registration statement that was effective at the time of such transfer, (ii) if, in connection with a sale transaction, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a public sale, assignment, pledge or transfer of the Transferable Warrant Shares as may be made without registration under the Corporation deems appropriate to comply with federal and state securities laws Securities Act, or (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required iii) upon expiration of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the oneapplicable two-year holding period under Rule 144(k) of the Securities Act (or any modification thereof under successor rule); provided that the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition holder of the Transferable SharesWarrant Shares is not and has not been within three months prior to such date, an “affiliate” of the Employee acquired sufficient information about Company (as such term is defined in Rule 144 of the Corporation Securities Act) (in which event such holding period shall be deemed to reach have expired when such holder has not been an informed knowledgeable decision to acquire such securities“affiliate” of the Company for the preceding three-month period). The Employee has Company shall not require such knowledge and experience in financial and business matters as to make opinion of counsel for the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Warrant Shares although permitted to do so pursuant to in accordance with Rule 144(k) promulgated under 144 of the 1933 Securities Act, until all applicable conditions and provided that the holder provides such representations that the Company shall reasonably request confirming compliance with the requirements of Rule 144 (or registration 144. Upon satisfaction of the foregoing, and upon presentation by the holder to the Transfer Agent of a completed Certificate of Subsequent Sale (in substantially the form attached to the Stockholder Agreement as Exhibit C), the Company shall irrevocably instruct the Transfer Agent to re-issue a stock certificate representing the number of shares of common stock issued pursuant to this Agreement under sold without the 0000 Xxx) and this Agreement have been satisfiedlegend set forth above.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision (a) Unless the Shares issued upon exercise of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be Option are registered under the Securities Act of 1933 1933, as amended (the “1933 "Securities Act”"). If Employee is an “affiliate” , and the securities laws of all other appropriate jurisdictions, the obligation of BCSG to issue Shares upon exercise of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares Option shall be subject to similar stop transfer instructions). The Employee acknowledges receipt from Holder of a written representation to the effect that (i) Holder is purchasing the shares for Holder's own account for investment, and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares with a view to, or other conditions under Rule 144 which are required of the Corporation. If sofor resale in connection with, the Employee understands that Employee will distribution thereof, and has no present intention of distributing or reselling any thereof, (ii) Holder has the financial ability to bear the economic risks of Holder's investment in the Shares to be precluded from selling the securities under Rule 144 even if the one-year holding period purchased, (or any modification thereof under the Ruleiii) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee Holder has such knowledge and experience in financial and business matters as matters, and knowledge of and experience with the Company, to make the Employee be capable of utilizing said information to evaluate evaluating the merits and risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale purchase of the Shares although permitted to do so be purchased by Holder, and (iv) such other representations as are necessary or appropriate to establish an exemption from registration. Shares issued or issuable upon the exercise of the Option shall not be transferable unless an exemption from such registration is available and, as appropriate, only with a written opinion of counsel (which shall be satisfactory in form and substance to BCSG) that an exemption from registration under the Securities Act is available and that the transaction would not violate any applicable securities laws. Certificates for the Shares will bear such legends as BCSG deems necessary or appropriate in connection with the Securities Act and all other applicable securities laws. (b) BCSG shall have no obligation to register the Shares under the federal securities laws or take any other steps as may be necessary to enable the Shares to be offered and sold under the securities laws of any jurisdiction; provided, however, that in the event the Common Stock at any time becomes Publicly Traded, BCSG shall promptly cause the Shares to be registered pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or a Form S-8 registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedstatement.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding i. Pledgor has not acquired or transferred any other provision of this Agreement, the Corporation shall not be obligated to issue Collateral in any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof manner that would result in a violation of any such applicable law, including without limitation federal and state securities laws. It is intended Pledgor shall execute and deliver or file each form and other writing (including without limitation any application for exemption or notice of proposed sale pursuant to any securities laws) and take each other action (including without limitation making public any non-public material adverse information with respect to the issuer of any Security), that Transferable Shares the Bank deems necessary or desirable to permit the sale or other disposition of any portion of the Collateral with or without registration. Pledgor shall upon the request of the Bank cause the Collateral to be registered under and take each other action including, without limitation, compliance with all applicable “blue sky” and other securities laws and regulations to permit transfer or registration of those items of the Collateral in each jurisdiction which the Bank shall select; and Pledgor shall execute and deliver in form and substance satisfactory to the Bank its indemnity of each underwriter of such Security against all of its liabilities, costs and expenses in connection with the transfer, including attorneys’ fees and disbursements. ii. Pledgor acknowledges that compliance with the Securities Act of 1933 1933, as amended, the rules and regulations thereunder (collectively, the “1933 Act”). If Employee is an “affiliate” ) may impose limitations on the right of the CorporationBank to sell or otherwise dispose of securities included in the Collateral. For this reason, Pledgor hereby authorizes the Bank to sell any securities included in the Collateral in such manner and to such person as would, in the sole discretion of the Bank, help to ensure the prompt transfer or sale of such securities and shall not require any of such securities to be registered or qualified under any applicable securities law. Without limiting the generality of the foregoing, in any such event the Bank in its sole discretion may (i) proceed to make a private sale notwithstanding that term is defined in Rule 144 a registration statement for the purpose of registering any of such securities could be or shall have been filed under the 1933 Act Act; (“Rule 144”)ii) approach and negotiate with a single possible purchaser to effect such sale; (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of any of such securities; or (iv) require that any sale hereunder (including a sale at auction) be conducted subject to restrictions (A) as to the financial sophistication and ability of any person permitted to bid or purchase at sale, (B) as to the content of legends to be placed upon any certificates representing the securities sold in such sale, including restrictions on future transfer thereof, (C) as to the representations required to be made by each person bidding or purchasing at such sale relating to that person’s access to financial information about Pledgor or any issuer of any of such securities, such Employee person’s intentions as to the holding of any of such securities so sold for investment, for its own account, and not with a view to the distribution thereof, and (D) as to such other matters as the Bank may, in its sole discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may not sell the Transferable Shares except be effected in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” the UCC and other laws affecting the enforcement of creditors’ rights under the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal Act and all applicable state securities laws (and laws. Pledgor understands that a sale under the above circumstances may yield a substantially lower price for such securities than would otherwise be obtainable if the Transferable Shares are evidenced on a noncertificated basissame were registered and sold in the open market, and Pledgor shall not attempt to hold the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement Bank responsible for sale of Rule 144 any of such securities at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 an inadequate price even if the one-year holding period Bank accepts the first offer received or if only one potential purchaser appears or bids at any such sale. If the Bank shall sell any securities included in the Collateral at a sale, the Bank shall have the right to rely upon the advice and opinion of any qualified appraiser, investment banker or broker as to the commercially reasonable price obtainable on the sale thereof but shall not be obligated to obtain such advice or opinion. Pledgor acknowledges that, notwithstanding the legal availability of a private sale or a sale subject to restrictions of the character described above, the Bank may, in its sole discretion, elect to seek registration of any securities included in the Collateral under the Act (or any modification thereof under the Rule) of said Rule has been satisfiedapplicable state securities laws). Prior Pledgor hereby assigns to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation Bank any registration rights or similar rights Pledgor may have from time to reach an informed knowledgeable decision time with respect to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment any securities included in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedCollateral.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision (a) Unless the Shares issued upon exercise of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be Option are registered under the Securities Act of 1933 1933, as amended (the “1933 "Securities Act”"). If Employee is an “affiliate” , and the securities laws of all other appropriate jurisdictions, the obligation of BCSG to issue Shares upon exercise of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares Option shall be subject to similar stop transfer instructions). The Employee acknowledges receipt from Holder of a written representation to the effect that (i) Holder is purchasing the Shares for Holder's own account for investment, and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares with a view to, or other conditions under Rule 144 which are required of the Corporation. If sofor resale in connection with, the Employee understands that Employee will distribution thereof, and has no present intention of distributing or reselling any thereof, (ii) Holder has the financial ability to bear the economic risks of Holder's investment in the Shares to be precluded from selling the securities under Rule 144 even if the one-year holding period purchased, (or any modification thereof under the Ruleiii) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee Holder has such knowledge and experience in financial and business matters as matters, and knowledge of and experience with the Company, to make the Employee be capable of utilizing said information to evaluate evaluating the merits and risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale purchase of the Shares although permitted to do so be purchased by Holder, and (iv) such other representations as are necessary or appropriate to establish an exemption from registration. Shares issued or issuable upon the exercise of the Option shall not be transferable unless an exemption from such registration is available and, as appropriate, only with a written opinion of counsel (which shall be satisfactory in form and substance to BCSG) that an exemption from registration under the Securities Act is available and that the transaction would not violate any applicable securities laws. Certificates for the Shares will bear such legends as BCSG deems necessary or appropriate in connection with the Securities Act and all other applicable securities laws. (b) BCSG shall have no obligation to register the Shares under the federal securities laws or take any other steps as may be necessary to enable the Shares to be offered and sold under the securities laws of any jurisdiction; provided, however, that in the event the Common Stock at any time becomes Publicly Traded, BCSG shall promptly cause the Shares to be registered pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or a Form S-8 registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedstatement.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal (i) Holder understands that the Warrant and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any Shares are characterized as “restricted or unrestricted common stock or other securities pursuant to this Agreement if securities” under the issuance thereof would result 1933 Act inasmuch as they are being acquired from the Company in a violation of any such law. It is intended transaction not involving a public offering, and that Transferable Shares shall be registered under the Securities Act of 1933 1933, as amended (the “1933 Act”). If Employee is an “affiliate” of the Corporation) and applicable regulations thereunder, as that term is defined in Rule 144 such securities may be resold without registration under the 1933 Act (“only in certain limited circumstances. In this connection, Xxxxxx represents that it is familiar with SEC Rule 144”), such Employee may not sell as presently in effect, and understands the Transferable Shares except in compliance with Rule 144resale limitations imposed thereby and by the 1933 Act. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and Xxxxxx understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes Company is under no obligation to sell the Transferable Shares or other conditions under Rule 144 which are required register any of the Corporationsecurities sold hereunder except as provided in Section 11 hereof. If so, the Employee Holder understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or no public market now exists for any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, Warrants or the Employee acquired sufficient information about Shares and that it is uncertain whether a public market will ever exist for the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his Warrants or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of . (ii) This Warrant and all certificates for the Shares although permitted issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to do so pursuant to Rule 144(kany legend required by state securities laws): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF (A) promulgated under the 1933 ActAN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 XxxB) and this Agreement have been satisfiedA “NO ACTION” LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OFFER OR (C) SATISFACTORY ASSURANCES TO THE CORPORATION THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.”

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal (i) Holder understands that the Warrant and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any Shares are characterized as “restricted or unrestricted common stock or other securities pursuant to this Agreement if securities” under the issuance thereof would result 1933 Act inasmuch as they are being acquired from the Company in a violation of any such law. It is intended transaction not involving a public offering, and that Transferable Shares shall be registered under the Securities Act of 1933 1933, as amended (the “1933 Act”). If Employee is an “affiliate” of the Corporation) and applicable regulations thereunder, as that term is defined in Rule 144 such securities may be resold without registration under the 1933 Act (“only in certain limited circumstances. In this connection, Holder represents that it is familiar with SEC Rule 144”), such Employee may not sell as presently in effect, and understands the Transferable Shares except in compliance with Rule 144resale limitations imposed thereby and by the 1933 Act. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and Holder understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes Company is under no obligation to sell the Transferable Shares or other conditions under Rule 144 which are required register any of the Corporationsecurities sold hereunder except as provided in Section 11 hereof. If so, the Employee Holder understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or no public market now exists for any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, Warrants or the Employee acquired sufficient information about Shares and that it is uncertain whether a public market will ever exist for the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his Warrants or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of . (ii) This Warrant and all certificates for the Shares although permitted issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to do so pursuant to Rule 144(kany legend required by state securities laws): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF (A) promulgated under the 1933 ActAN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 XxxB) and this Agreement have been satisfiedA “NO ACTION” LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OFFER OR (C) SATISFACTORY ASSURANCES TO THE CORPORATION THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.”

Compliance with Securities Laws. The Corporation Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation Company shall not be obligated to issue any restricted or unrestricted common stock shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares the shares of Common Stock underlying the PSUs shall be registered under the Securities Act of 1933 1933, as amended (the “1933 Act”). If Employee the Participant is an “affiliate” of the CorporationCompany, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee the Participant may not sell the Transferable Shares shares of Common Stock except in compliance with Rule 144. Any certificates representing Transferable Shares shares of Common Stock issued to an “affiliate” of the Corporation Company may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares shares of Common Stock as the Corporation Company deems appropriate to comply with federal and state securities laws (and if the Transferable Shares shares of Common Stock are evidenced on a noncertificated basis, the Transferable Shares shares of Common Stock shall be subject to similar stop transfer instructions). The Employee Participant acknowledges and understands that the Corporation Company may not be satisfying the current public information requirement of Rule 144 at the time the Employee Participant wishes to sell the Transferable Shares shares of Common Stock or other conditions under Rule 144 which are required of the CorporationCompany. If so, the Employee Participant understands that Employee the Participant will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the RuleRule 144) of said Rule 144 has been satisfied. Prior to the Employee's Participant’s acquisition of the Transferable Sharesshares of Common Stock, the Employee Participant acquired sufficient information about the Corporation Company to reach an informed knowledgeable decision to acquire such securities. The Employee Participant has such knowledge and experience in financial and business matters as to make the Employee Participant capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee Participant is able to bear the economic risk of his or her investment in the Sharesshares of Common Stock. The Employee Participant agrees not to make, without the prior written consent of the CorporationCompany, any public offering or sale of the Shares shares of Common Stock although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock Common Stock issued pursuant to this Agreement under the 0000 Xxx1933 Act) and this Agreement have been satisfied. The Participant further agrees hereby that, as a condition to the issuance of shares upon settlement of the PSUs, the Participant will enter into and perform any underwriter’s lock-up agreement requested by the Company from time to time in connection with public offerings of the Company’s securities.

Compliance with Securities Laws. (a) The Corporation shall make reasonable efforts to comply with all applicable federal Common Shares (collectively, the “Securities”) being acquired by Breitling are being acquired for Breitling’s own account, not as a nominee or agent, and state Breitling does not have a present intention of selling or granting any participation in or otherwise distributing the Securities in any transaction in violation of the securities laws; providedlaws of the United States of America or any state, without prejudice, however, notwithstanding to Breitling’s right at all times to sell or otherwise dispose of all or any other provision part of this Agreementthe Securities under a registration statement under the Securities Act and applicable state securities laws or under an exemption from such registration available thereunder. Breitling understands and agrees that if it should in the future decide to dispose of any of the Securities, Breitling may do so only (i) in compliance with the Corporation shall not be obligated to issue any restricted Securities Act and applicable state securities law, as then in effect, or unrestricted common stock or other securities pursuant to this Agreement if an exemption therefrom or (ii) in the issuance thereof would result manner contemplated by any registration statement pursuant to which such securities are being offered. (b) Breitling (i) is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the SEC pursuant to the Securities Act and (ii) by reason of its business and financial experience it has such knowledge, sophistication and experience in a violation business and financial matters so as to be capable of any such law. evaluating the merits and risks of the prospective investment in the Securities. (c) It is intended understood that Transferable Shares shall be any certificates evidencing the Securities will bear the following legend: “These securities have not been registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation1933, as that term is defined amended, or any state securities law. These securities may not be sold, offered for sale, pledged or hypothecated in Rule 144 the absence of a registration statement in effect with respect to the securities under the 1933 Securities Act (“Rule 144”), and any such Employee may state securities laws or the issuer has received documentation reasonably satisfactory to it that such transaction does not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth require registration under such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal Act and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedlaws.”

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's ’s acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply Each Designated Stockholder understands and acknowledges that: (a) such Designated Stockholder either alone or with all applicable federal and state securities laws; providedhis purchaser representative(s) (as defined in Rule 501(h) of Regulation D, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered promulgated under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee that each Designated Stockholder is capable of utilizing said information to evaluate evaluating the merits and risks of this prospective investment, has the prospective investment capacity to protect such Designated Stockholder’s own interests in connection with this transaction, and to make an informed investment decision. The Employee is able to bear the economic risk financially capable of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration bearing a total loss of the shares of common stock issued pursuant Parent Common Stock; (b) in reliance upon the representations and warranties made by each Designated Stockholder herein, the shares of Parent Common Stock are not being registered with the SEC under the Securities Act or being qualified under the CCC, but instead are being transferred under an exemption or exemptions from the registration and qualification requirements of the Securities Act and the CCC or other applicable securities laws which impose certain restrictions on such Designated Stockholder’s ability to transfer the shares of Parent Common Stock; (c) such Designated Stockholder (i) may not transfer any shares of Parent Common Stock unless such shares of Parent Common Stock are registered under the Securities Act or qualified under the Law or other applicable securities laws or unless, in the opinion of counsel to Parent, exemptions from such registration and qualification requirements are available; (ii) only Parent may file a registration statement with the SEC or the California Commissioner of Corporations or other applicable securities commissioner; and (iii) exemptions from registration and qualification may not be available or may not permit such Designated Stockholder to transfer all or any of the shares of Parent Common Stock in the amounts or at the times proposed by such Designated Stockholder; (d) in order to ensure compliance with the restrictions imposed by this Agreement, (i) Parent may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if Parent acts as its own transfer agent, it may make appropriate notations to the same effect in its own records; (ii) Parent will not be required (a) to transfer on its books any shares of Parent Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement under or (b) to treat as owner of such shares, or to accord the 0000 Xxx) and this Agreement right to vote or receive dividends, to any purchaser or other transferee to whom such shares of Parent Common Stock have been satisfiedso transferred; (iii) Parent may require written assurances, in form and substance satisfactory to counsel for Parent (which may include a requirement that each Designated Stockholder’s counsel provide a legal opinion acceptable to Parent), before Parent effects any future transfers of the shares of Parent Common Stock.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Seller is acquiring all DFC Common Stock being received as a part of the Stock Consideration pursuant to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, Section 2.3 for its own account without a view to or for the Corporation shall not be obligated to issue any restricted or unrestricted common stock resale or other securities pursuant disposition thereof, except that the Seller may, by way of dividend or distribution, transfer all or any portion of such DFC Common Stock to this Agreement if the issuance thereof would result Shareholders in a violation their respective capacities as such. Neither the Seller nor any Shareholder shall offer, sell, transfer, assign, pledge or hypothecate all or any portion of any the such law. It is intended that Transferable Shares shall be DFC Common Stock unless such shares are registered under the Securities Act and applicable state securities laws or exempt therefrom. The Seller and each of 1933 (the “1933 Act”). If Employee Shareholders is an “affiliate” of the Corporation, "accredited investor," as that such term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” 501 of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof Regulation D promulgated under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee Securities Act and has such knowledge and experience in financial and business matters as to make (or the Employee Seller's and the Shareholders' respective professional advisors or purchaser's representative has such financial experience) such that it is a capable of utilizing said information to evaluate evaluating the merits and risks of an investment in the prospective investment DFC Common Stock. The Seller and each of the Shareholders acknowledge that it and he and she have been given a full opportunity to examine such instruments, documents and other information and materials relating to the Purchaser as the Seller or the respective Shareholder deemed necessary or appropriate to make an informed decision relating to an acquisition of the DFC Common Stock and such securities' suitability as an investment decisionfor the Seller or such Shareholder. The Employee is able Seller and each of the Shareholders further acknowledge that the Seller and such Shareholder have been afforded a full opportunity to bear ask questions and to obtain any additional information necessary to verify the economic risk accuracy of his or her investment any information furnished and that the Seller and such Shareholder has, in fact, asked all such questions and reviewed all such instruments, documents and other information and materials as the SharesSeller and such Shareholder has so deemed necessary and appropriate, including, without limitation, the following reports filed by DFC with the Securities and Exchange Commission: report on Form 10-K for DFC's fiscal year ended June 30, 2004; 10-Q for each of DFC's fiscal quarters ended September 30, 2004 and December 31, 2004; all reports on Form 8-K filed since June 30, 2004 and the final prospectus from DFC's initial public offering. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions Seller and requirements of Rule 144 (or registration of each Shareholder acknowledges that the shares of common stock DFC Common Stock issued pursuant to as Stock Consideration under this Agreement cannot be pledged, hypothecated, sold or transferred without registration under the 0000 Xxx) Securities Act or an exemption therefrom and this Agreement have been satisfiedthat each certificate representing any such Shares shall be stamped or otherwise imprinted conspicuously with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR ANY SUCH LAW.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding Notwithstanding any other provision of this AgreementAgreement to the contrary, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities issuance of Stock pursuant to this Agreement will be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The Company may from time to time impose any conditions on the transfer of the Stock. No Stock will be issued hereunder if the such issuance thereof would result in constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless the shares issued may be issued in accordance with the terms of an applicable exemption from applicable registration requirements. As a condition to any issuance hereunder, the Company may require Director to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such lawcompliance as may be requested by the Company. It is intended that Transferable Shares shall be registered under In connection with the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” receipt of the CorporationStock, as that term is defined in Rule 144 under Director represents to the 1933 Act Company the following: (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions a) Director entering into this Agreement solely on the disposition or transfer basis of his own familiarity with the Transferable Shares as the Corporation deems appropriate to comply with federal Company’s business affairs and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basisfinancial condition, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters so as to make the Employee be capable of utilizing said information to evaluate evaluating the merits and risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the SharesStock and has acquired sufficient information about the Company to reach an informed and knowledgeable decision about the Stock. The Employee agrees Director is acquiring the Stock for investment for Director’s own account only and not to makewith a view to, without or for resale in connection with, any “distribution” thereof within the prior written consent meaning of the CorporationSecurities Act of 1933, any public offering as amended (“Act”). (b) Director understands that the Stock has not been registered under the Act by reason of a specific exemption therefrom. Director further acknowledges and understands that the Stock must be held indefinitely unless the Stock is subsequently registered under the Act or sale an exemption from such registration is available. Director understands that the certificate evidencing the Stock will be imprinted with a legend which prohibits the transfer of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under Stock unless the 1933 Act, until all applicable conditions and requirements Stock is registered or such registration is not required in the opinion of Rule 144 (or registration of counsel for the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedCompany.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to Placement Agent recognizes that the Company is relying on certain exemptions from federal and state registration of this offering, and therefore, further covenants and agrees that: 9.3.1 It will comply with all the terms and conditions of the Memorandum and applicable state and federal securities laws with which it must comply in order to offer and sell the Units in compliance with the exemptions of the Units from the registration requirements of section 5 under sections 3(b), 4(2), and/or 4(6) of the Securities Act and regulation D and rules 505 and 506 promulgated under the Securities Act and the rules and regulations promulgated pursuant thereto, and other applicable state securities laws; 9.3.2 It will maintain, and deliver a copy to the Company, a record of names and addresses of persons to whom it delivered a copy of the Memorandum, and the serial number of each such Memorandum so delivered; 9.3.3 It will obtain a manually executed Subscription Agreement and Suitability Questionnaire for each prospective purchaser and shall assure that each such document has been completed; 9.3.4 It will have a reasonable belief that each subscriber presented for consideration to the Company meets the minimum investor suitability standards set forth in the Memorandum and, where applicable, it shall have a reasonable belief that each prospective purchase represented to be an "accredited investor" does meet the qualifications for an "accredited investor" as set forth in regulation D. 9.3.5 It will not offer or sell the Units by any form of general solicitation or general advertising, including, but not limited to, any advertisement; providedarticle, howevernotice, notwithstanding or other communication in any media and any meeting or seminar whose attendees have been invited by any general solicitation or advertising as such terms are interpreted for purposes of regulation D and under applicable state securities laws; 9.3.6 It shall not make any factual statement or representation, whether written or oral, concerning the Company, this Offering, or the Units that is inconsistent with the representations contained in the Offering materials presented to each prospective purchaser by the Company or approved in writing by the Company; 9.3.7 It will exercise reasonable care to assure that the purchasers of the securities are not underwriters within the meaning of section 2(11) of the Securities Act, which reasonable care may be demonstrated by the following: 9.3.7.1. Reasonable inquiry to determine if the purchaser is acquiring the securities for himself or for other persons; 9.3.7.2. Written disclosure to each purchaser prior to sale that the securities have not been registered under the Securities Act and, therefore, cannot be resold unless they are registered under the Securities Act or unless an exemption from registration is available; and 9.3.7.3. Causing the placement of a legend on the certificate or other document that evidences the Units stating that the Units have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sale of the Units. 9.3.8 It will not accept subscriptions that, by such acceptance, would cause: (i) the number of purchasers to exceed the maximum number of purchasers allowed by regulation D or under applicable state securities laws, or (ii) the aggregate offering amount to exceed the limitations imposed by regulation D or under applicable state securities laws. Notwithstanding anything contained in the foregoing provisions of this section 9.3, or any other provision provisions of this Agreement, the Corporation Company shall not be obligated have responsibility with respect to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if determining the issuance thereof would result in a violation requirements of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate state laws and to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded exemptions from selling the securities under Rule 144 even if the one-year holding period (registration or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and qualification requirements of Rule 144 (or registration of the shares of common stock issued pursuant such states with respect to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.any filings required to comply with such

Compliance with Securities Laws. (a) The Corporation shall make reasonable efforts Company Shareholders have been advised that (i) the shares of Parent Common Stock issued to comply with all applicable federal the Company Shareholders pursuant to the Acquisition will be issued as securities exempt from the registration requirements of the U.S. Securities Act by virtue of Regulation S thereunder, and state securities laws; provided, however, notwithstanding may be offered or sold on the Nasdaq National Market without restriction under the U.S. Securities Act beginning forty-one (41) days after the issuance of such shares (or such longer period as may be required by any amendment to Regulation S or any other provision applicable law or regulation); and (ii) each Company Shareholders may be deemed to be an affiliate of this Agreementthe Company. The Company Shareholders accordingly agree not to sell, transfer or otherwise dispose of any shares of Parent Common Stock issued to the Corporation shall not be obligated Company Shareholders pursuant to issue any restricted or unrestricted common stock the Acquisition unless such sale, transfer or other securities disposition is made on the Nasdaq National Market (w) in conformity with the requirements of Regulation S promulgated under the U.S. Securities Act, or (b) Parent will give stop transfer instructions to its transfer agent with respect to any shares of its Common Stock received by the Company Shareholder pursuant to the Acquisition and there will be placed on each certificate representing such shares of Parent's Common Stock, or, any substitutions therefor, legends stating in substance: "The securities represented by this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be certificate have not been registered under the Securities Act of 1933 (1933, as amended, and may not be sold or transferred, directly or indirectly, in the “1933 Act”). If Employee United States, its territories, possessions, or areas subject to its jurisdiction, or to or for the account or benefit of a "U.S. Person" as that term is an “affiliate” defined in Rule 901 of Regulation S of the CorporationSecurities Act of 1933, as amended, at any time prior to forty (40) days after the issuance of this certificate." "The securities represented by the certificate are subject to certain restrictions on transfer contained in a Share Acquisition Agreement dated January 8, 1997 pursuant to which such securities were originally issued by CKS Group, Inc. a copy of such agreement may be obtained from the secretary of CKS Group, Inc. at its principal office." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and Parent agrees to so instruct its transfer agent at the expiration of a minimum period of forty (40) days after the issuance of such certificate, if the Company Shareholder requesting such removal delivers to Parent satisfactory written evidence that the shares held by Shareholder have not been sold or otherwise transferred to a "U.S. Person" during such 40-day (or longer) period, or at the request of a Company Shareholder when one or more of the conditions set forth in clauses (w), (x), (y) and (z) of subparagraph 2(a) hereof shall have occurred. (c) Each Company Shareholder that is not a U.S. Person acknowledges that Parent will not allow any sale, transfer or other disposition of the shares of Parent Common Stock received -50- 58 by it except as permitted by Section 7.3(a) or unless the proposed transferee shall have executed and delivered to Parent an instrument in substantially the following form: "The undersigned hereby represents, warrants and agrees that neither the undersigned nor any person for the account or benefit of whom the undersigned is acting is a U.S. Person, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” 902 of Regulation S of the Corporation may bear a legend setting forth such Securities Act of 1933, as amended. The undersigned further agrees to abide by the restrictions on the disposition or transfer transfers set forth in Section 7.3 of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basisthat certain Share Acquisition Agreement dated January 8, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so1997, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of which the shares of common stock issued pursuant to this Agreement under be acquired by the 0000 Xxx) and this Agreement have been satisfiedundersigned were originally issued."

Compliance with Securities Laws. The Corporation Each party represents and agrees that it has complied, and will comply, in connection with the Transaction and all related or contemporaneous sales and purchases of Shares, with the applicable provisions of the Securities Act, and the Exchange Act, and the rules and regulations each thereunder, including, without limitation, Rules 10b-5 and Regulation M under the Exchange Act; provided that each party shall make reasonable efforts be entitled to comply with all applicable federal rely conclusively on any information communicated by the other party concerning such other party’s market activities. Each party acknowledges that the offer and state securities laws; provided, however, notwithstanding any other provision sale of this Agreement, the Corporation shall not be obligated Transaction to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It it is intended that Transferable Shares shall to be registered exempt from registration under the Securities Act by virtue of 1933 Section 4(2) thereof and the provisions of Regulation D thereunder (the “1933 ActRegulation D”). If Employee is an “affiliate” of the CorporationAccordingly, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal each party represents and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior warrants to the Employee's acquisition of other that (i) it has the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able ability to bear the economic risk of his or her its investment in the SharesTransaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined under Regulation D, (iii) it will purchase the Transaction for investment and not with a view to the distribution or resale thereof, and (iv) the disposition of the Transaction is restricted under this Confirmation, the Securities Act and state securities laws. The Employee agrees not parties hereby agree that all documentation with respect to make, without the prior written consent Transaction is intended to qualify the Transaction as an equity instrument for purposes of the Corporation, any public offering or sale of the Shares although permitted EITF 00-19. If Counterparty would be obligated to do so receive cash from Seller pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements terms of Rule 144 this Confirmation for any reason without having had the right (or registration of the shares of common stock issued other than pursuant to this Agreement under paragraph) to elect to receive Shares in satisfaction of such payment obligation, then Counterparty may elect that Seller deliver to Counterparty a number of Shares having a cash value equal to the 0000 Xxx) amount of such payment obligation (such number of Shares to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner to determine the number of Shares that could be purchased over a reasonable period of time with the cash equivalent of such payment obligation). Settlement relating to any delivery of Shares pursuant to this paragraph shall occur within a reasonable period of time. Counterparty represents and this Agreement have been satisfied.warrants as of the date hereof and the Trade Date that:

Compliance with Securities Laws. The Corporation shall make reasonable efforts DermaStar represents and warrants to comply with all applicable federal the Company as follows: (a) DermaStar acknowledges that it understands that the Securities are “restricted securities” and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall have not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be been registered under the Securities Act of 1933 (the “1933 Act”)) or any applicable state securities law, that the Securities will include a restrictive legend to that effect, and, that accordingly, the Securities may not be offered or sold except pursuant to an effective registration statement under the Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Act and in accordance with applicable state securities laws. (b) DermaStar has adequate means of providing for current needs and contingencies, has no need for liquidity in the Securities, and is able to bear the economic risk of an investment in the Securities. If Employee DermaStar represents that it is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment in the Securities. (c) DermaStar is an “affiliateaccredited investor” as defined in Regulation D of the Corporation, as that term is defined in Rule 144 under the 1933 Securities Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee that DermaStar is capable of utilizing said information to evaluate evaluating the merits and risks of an investment in the prospective investment Securities and to make of making an informed investment decision. The Employee decision with respect thereto and has the capacity to protect its own interests in connection with the issuance of the Securities. (d) DermaStar has no present intention of distributing any of such Securities in violation of the Act or any applicable state securities law, has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law and is able acquiring the Securities solely for DermaStar’s own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part. (e) DermaStar will not sell or otherwise transfer the Securities without registration under the Act or an exemption therefrom and fully understands and agrees that DermaStar must bear the economic risk for an indefinite period of his or her investment in time because, among other reasons, the Shares. The Employee agrees Securities have not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated been registered under the 1933 Act, until all applicable conditions and requirements of Rule 144 (Act or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxxsecurities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available. (f) The terms and conditions under which the Securities were issued were directly communicated to DermaStar by the Company in such a manner that DermaStar was able to ask questions of and receive answers from concerning the terms and conditions of this Agreement have been satisfiedtransaction. At no time was DermaStar presented with or solicited by or through any article, notice or other communication published in any newspaper or other leaflet, public promotional meeting, television, radio or other broadcast or transmittal advertisement or any other form of general advertising.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Holder represents and warrants to comply with all applicable federal the Company as follows: a. The Holder acknowledges that it understands that the Conversion Shares are “restricted securities” and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall have not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be been registered under the Securities Act of 1933 1933, as amended (the “1933 Securities Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and any applicable state securities laws (and if law, that the Transferable Conversion Shares are evidenced on will include a noncertificated basisrestrictive legend to that effect, and, that accordingly, the Transferable Conversion Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying offered or sold except pursuant to an effective registration statement under the current public information requirement of Rule 144 at Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required registration requirements of the Corporation. If so, Securities Act and in accordance with applicable state securities laws. b. The Holder is able to bear the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition economic risk of the Transferable Shares, investment in the Employee acquired Conversion Shares and could afford a complete loss of such investment. c. The Holder has sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make that the Employee Holder is capable of utilizing said information to evaluate evaluating the merits and risks of an investment in the prospective investment Conversion Shares and to make of making an informed investment decision. decision with respect thereto and has the capacity to protect its own interests in connection with the issuance of the Conversion Shares. d. The Employee Holder has no intention of distributing any of the Conversion Shares in violation of the Securities Act or any applicable state securities law, has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Conversion Shares in violation of the Securities Act or any applicable state securities law and is able acquiring the Conversion Shares solely for the Holder’s own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part. e. The Holder shall not offer, sell or otherwise transfer the Conversion Shares without registration under the Securities Act or an exemption therefrom and fully understands and agrees that the Holder must bear the economic risk for an indefinite period of his or her investment in time because, among other reasons, the Shares. The Employee agrees Conversion Shares have not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated been registered under the 1933 Act, until all applicable conditions and requirements of Rule 144 (Securities Act or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or unless an exemption from such registration is available. f. The terms and conditions under which the Conversion Shares were issued were directly communicated to the Holder by the Company in such a manner that the Holder was able to ask questions of and receive answers from concerning the terms and conditions of this Agreement have been satisfiedtransaction. At no time was the Holder presented with or solicited by or through any article, notice or other communication published in any newspaper or other leaflet, public promotional meeting, television, radio or other broadcast or transmittal advertisement or any other form of general advertising.

Compliance with Securities Laws. The Corporation a) Holder represents and agrees that this Warrant is being purchased only for investment, for Holder's own account, and without any present intention to sell or distribute the Warrant or the Shares, other than a distribution to certain employees of Holder who agree in writing to be bound by the terms of this Warrant to the same extent as Holder. Holder further acknowledges that the Shares will not be issued pursuant to the exercise of this Warrant unless the exercise of this Warrant and the issuance and delivery of such Shares shall make reasonable efforts to comply with all applicable federal and state securities laws; providedrelevant provisions of law, howeverincluding, notwithstanding any other provision of this Agreementwithout limitation, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or Act and other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws and regulations and the requirements of any stock exchange or other system upon which the Shares may then be listed. b) Holder acknowledges and agrees that this Warrant and the Shares (collectively, the "Securities") have not been registered under the Act and if accordingly will not be transferable except as permitted under the Transferable various exemptions contained in the Act, or upon satisfaction of the registration and prospectus delivery requirements of the Act. Therefore, the Securities must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available. Holder understands that unless the Shares are evidenced on registered under the Act the certificate evidencing the Shares will be imprinted with a noncertificated basislegend which prohibits the transfer of the Shares unless they are registered or unless the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration is not required. Holder is aware of the adoption of Rule 144 by the Securities and Exchange Commission and that at the time Holder wishes to sell the Securities, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation Company may not be satisfying the current public information requirement requirements of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If soand, the Employee understands that Employee will in such case, Holder would be precluded from selling the securities Securities under Rule 144 even if 144. Holder understands that a stop transfer instruction will be in effect with respect to transfer of Securities inconsistent with the one-year holding period (or any modification thereof under the Rule) requirements of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedsecurities laws.

Compliance with Securities Laws. The Corporation shall make reasonable efforts a) It is understood that Lenders must, in exercising their rights to foreclose upon and sell the Shares, comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation1933, as that term is defined in Rule 144 under amended, the 1933 Securities Exchange Act (“Rule 144”)of 1934, such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal amended, and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basiscollectively, the Transferable Shares shall be subject to similar stop transfer instructions"Securities Laws"). The Employee acknowledges Accordingly, Lenders may have difficulty, by reason of restrictions and understands that limitations imposed by the Corporation may not be satisfying Securities Laws, in selling the current public information requirement of Rule 144 Shares at a price which approximates the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required fair market value of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire were it not for such securitiesrestrictions. The Employee has such knowledge Company and experience in financial Pledgor acknowledge and business matters as agree that (i) Lenders may seek to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale dispose of the Shares although permitted to do so pursuant to Rule 144(k) promulgated without registration or qualification under the 1933 ActSecurities Laws, until all applicable conditions and requirements of Rule 144 (in any such transaction may require the purchaser or registration purchasers thereof to represent and warrant their intent not to distribute the Shares in violation of the Securities Laws, and (ii) any disposition so effected shall not thereby be deemed "commercially unreasonable". Lenders need not approach such number and quality of possible buyers so as to be in violation of the Securities Laws, and Lenders need not approach the maximum number of possible buyers permitted by the Securities Laws. b) Lenders may disclose any information they have obtained concerning the Company, even if obtained in confidence, if Lenders consider such disclosure to potential purchasers at the foreclosure sale to be useful or necessary to comply with Federal and applicable state securities laws. c) By way of example and not restriction, the form of advertising in a foreclosure sale hereunder may include provisions as follows: NOTICE OF SECURED PARTY'S RESTRICTED PUBLIC AUCTION OF COLLATERAL Notice is hereby given that the shares of stock listed below (the "Shares") will be sold at public auction, with reserve, on , 19___ at _____________ a.m. at the offices of ______________________ , located at ________________________________________________________ . The Shares represent shares of common stock issued pursuant of a corporation that is owned (directly or indirectly) by ________________________________________ . All interested and qualified prospective purchasers are invited to this Agreement under attend and bid at the 0000 Xxx) and this Agreement have been satisfiedauction.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Employee acknowledges that he currently is and, after the Employment Termination Date, he will continue to comply with be subject to all applicable federal laws, rules and state securities laws; providedregulations governing the sale or purchase of securities, however, notwithstanding any other provision of this Agreement, the Corporation shall including but not be obligated limited to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 33 Act”). If Employee is an ) and the Securities Exchange Act of 1934 (the “affiliate” 34 Act”) with respect to shares of the Corporationcommon stock of the Company. Accordingly, Employee agrees that, for so long as he holds at least ten percent (10%) of the outstanding capital stock of the Company, he will not trade in Company securities if he is in possession of any material, non-public information with respect to the Company. Additionally, Employee agrees that, through the Employment Termination Date, he (a) will comply with all Company policies pertaining to or limiting the sale of Company securities, including but not limited to any trading windows, and (b) will notify the Company’s Chief Financial Officer at least three (3) business days prior to executing any trade of Company securities. Provided that term is defined in Rule 144 under the 1933 Employee has complied with the requirements of subparagraph (b) of the immediately preceding sentence, through the Employment Termination Date, the Company agrees that it shall prepare and submit to the United States Securities and Exchange Commission, on the Employee’s behalf, any filings required pursuant to Sections 13(d) and 16 of the 34 Act and the rules and regulations promulgated thereunder. Employee hereby acknowledges that, after the Employment Termination Date, he shall be solely responsible for preparing and submitting to the United States Securities and Exchange Commission any filings required pursuant to Sections 13 (“Rule 144”)d) and 16 of the 34 Act and the rules and regulations promulgated thereunder, and Employee represents to the Company that all such Employee may not sell the Transferable Shares except filings shall be in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” the requirements of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 34 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.

Compliance with Securities Laws. The Corporation Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation Company shall not be obligated to issue any restricted or unrestricted common stock shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares the shares of Common Stock underlying the PSUs shall be registered under the Securities Act of 1933 1933, as amended (the “1933 Act”). If Employee the Participant is an “affiliate” of the CorporationCompany, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee the Participant may not sell the Transferable Shares shares of Common Stock except in compliance with Rule 144. Any certificates representing Transferable Shares shares of Common Stock issued to an “affiliate” of the Corporation Company may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares shares of Common Stock as the Corporation Company deems appropriate to comply with federal and state securities laws (and if the Transferable Shares shares of Common Stock are evidenced on a noncertificated basis, the Transferable Shares shares of Common Stock shall be subject to similar stop transfer instructions). The Employee Participant acknowledges and understands that the Corporation Company may not be satisfying the current public information requirement of Rule 144 at the time the Employee Participant wishes to sell the Transferable Shares shares of Common Stock or other conditions under Rule 144 which are required of the CorporationCompany. If so, the Employee Participant understands that Employee the Participant will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the RuleRule 144) of said Rule 144 has been satisfied. Prior to the Employee's Participant’s acquisition of the Transferable Sharesshares of Common Stock, the Employee Participant acquired sufficient information about the Corporation Company to reach an informed knowledgeable decision to acquire such securities. The Employee Participant has such knowledge and experience in financial and business matters as to make the Employee Participant capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee Participant is able to bear the economic risk of his or her investment in the Sharesshares of Common Stock. The Employee Participant agrees not to make, without the prior written consent of the CorporationCompany, any public offering or sale of the Shares shares of Common Stock although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock Common Stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied. The Participant further agrees hereby that, as a condition to the issuance of shares upon settlement of the PSUs, the Participant will enter into and perform any underwriter’s lock-up agreement requested by the Company from time to time in connection with public offerings of the Company’s securities.

Compliance with Securities Laws. 7.1. The Corporation shall make reasonable efforts Investor acknowledges that, pursuant to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreementthe B.C. Act, the Corporation shall Rules and Regulations and the policies of the Exchange, the Warrants are non-transferable and the Shares and the Warrant Shares may not be obligated traded for a period of one year from the Closing Date. The Investor accordingly agrees to issue any restricted sell, assign or unrestricted common stock or other securities pursuant to this Agreement if transfer the issuance thereof would result Shares and Warrant Shares only in a violation accordance with the B.C. Act, the Rules and Regulations and the policies of any such lawthe Exchange. 7.2. It is intended The Investor acknowledges that Transferable Shares shall the Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, that although the Company intends to register the Securities under the U.S. Securities Act or the securities laws of any state that it has no obligation to do so, and that the Securities may not be offered or sold within the United States unless registered under the U.S. Securities Act and the securities laws of all applicable states or an exemption from registration requirements is available. In the event that the Investor proposes to sell the Shares or Warrant Shares in reliance on an exemption from registration requirements, the Investor shall cause to be delivered to the Company a legal opinion, in a form satisfactory to the Company, confirming the ability of the Investor to rely on such exemption. 7.3. The Investor acknowledges that the following legend, in addition to other legends which may be required, will be placed on each of the certificates issued for the Shares, the Warrants and, as applicable, the Warrant Shares: "The securities represented by this certificate are subject to a hold period and may not be traded in British Columbia until ( except as permitted by the Securities Act (British Columbia) and regulations made under the Act." Notwithstanding anything to the contrary, the following restriction on transferability shall apply to any U.S. Person and shall appear on certificates issued for the Shares, the Warrants and, if applicable, the Warrant Shares: "The securities represented hereby have not been registered under the United States Securities Act of 1933 1933, as amended (the “1933 "U.S. Securities Act”"). If Employee is an “affiliate” , and may not be offered for sale, sold or otherwise transferred or assigned, directly or indirectly, without registration of the Corporation, as that term is defined in Rule 144 such securities under the 1933 U.S. Securities Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and all applicable state securities laws (and if or compliance with an applicable exemption therefrom or with Regulation S under the Transferable Shares are evidenced on a noncertificated basisU.S. Securities Act, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 such compliance, at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required option of the Corporation. If soCompany, the Employee understands that Employee will to be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) evidenced by an opinion of said Rule has been satisfied. Prior shareholder's counsel, in form acceptable to the Employee's acquisition Company, that no violation of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his registration provisions would result from any proposed transfer or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedassignment."

Compliance with Securities Laws. The Corporation offering and sale of the Note to the Investor shall make reasonable efforts to comply have complied with all applicable requirements of federal and state securities laws; provided(z) Due Diligence. The Investor shall have completed its due diligence review of the Companies in all respects satisfactory to the Investor, howeverincluding without limitation all regulatory agreements with public or private licensing entities necessary for the operation and growth of the Business; (aa) Approval by NewSpring SBIC Mezzanine. NewSpring SBIC Mezzanine Capital II, notwithstanding any other provision of this Agreement, the Corporation L.P.’s investment committee shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to have approved this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” and all of the Corporationtransactions contemplated hereby and authorized NewSpring SBIC Mezzanine Capital II, as that term is defined in Rule 144 under L.P. to become the 1933 Act Investor hereunder; (“Rule 144”)bb) No Adverse U.S. Legislation, such Employee may not sell Action or Decision, Etc. No legislation shall have been enacted by Congress, no other formal action shall have been taken by any Governmental Authority, whether by order, regulation, rule, ruling or otherwise, and no action shall exist and no decision shall have been rendered by any court of competent jurisdiction, which could materially and adversely affect the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of Note being purchased by the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws Investor hereunder; (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rulecc) of said Rule has been satisfiedNo Material Adverse Change. Prior to funding, there shall have occurred no event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; (dd) Absence of Litigation. There shall be no pending, or to the Employee's acquisition knowledge of the Transferable SharesCompanies, the Employee acquired sufficient information about the Corporation threatened, suits, legal or administrative proceedings, inquiries, claims or governmental investigations against or with respect to reach an informed knowledgeable decision any Company, or any of their respective managers, officers, properties or assets, which if adversely determined would reasonably be expected to acquire such securitieshave a Material Adverse Effect; and (ee) Other Document or Action. The Employee has Companies shall deliver such knowledge and experience other documents or perform such other actions relating to the transactions set forth in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under as the 0000 Xxx) Investor may reasonably request. 33 ARTICLE 7 Survival of Representations, Warranties and this Agreement have been satisfiedAgreements; Indemnification; Fees and Expenses Section 7.1.

Compliance with Securities Laws. 12.1 The Corporation Optionee represents and agrees that the Option has been acquired only for investment, for Optionee's own account, and without any present intention to sell or distribute the Option or the shares issuable upon exercise thereof. Optionee further acknowledges that the Option may not be exercised and the shares will not be issued pursuant to the exercise of the Option unless the exercise of the Option and the issuance and delivery of such shares shall make reasonable efforts to comply with all applicable relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended (the "Securities Act"), and other federal and state securities laws; providedlaws and regulations and the requirements of any stock exchange or consolidated trading system upon which the Common Stock may then be listed. 12.2 If, howeverat the time of the exercise of the Option, notwithstanding it is, in the sole opinion of the Corporation, necessary or desirable in order to comply with any other provision applicable laws or regulations relating to the sale of this Agreementthe shares, the Optionee shall represent and warrant to, and agree with, the Corporation shall that the Optionee will purchase the shares for which the Option is being exercised for investment and not be obligated with any present intention to issue any restricted or unrestricted common stock or other securities pursuant resell such shares and without a view to this Agreement if distribution. The Optionee shall, upon the issuance request of the Corporation, execute and deliver to the Corporation an agreement to such effect. 12.3 The Optionee acknowledges and agrees that the Option and the shares issuable upon exercise thereof would result in a violation of any such law. It is intended that Transferable Shares shall be have not been registered under the Securities Act of 1933 (and accordingly will not be transferable except as permitted under the “1933 various exemptions contained in the Securities Act”). If Employee is an “affiliate” , or upon satisfaction of the Corporation, as registration and prospectus delivery requirements of the Securities Act. Therefore the Option and the shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee understands that term any certificate evidencing the shares issuable upon exercise of the Option will be imprinted with a legend which prohibits the transfer of the shares unless they are registered or unless the Corporation receives an opinion of counsel reasonably satisfactory to the Corporation that such registration is defined in not required. Optionee is aware of Rule 144 under the 1933 Securities Act (“Rule 144”)and that the Corporation, such Employee may not at the time he wishes to sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basisshares, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement requirements of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so144, the Employee understands that Employee will and, in such case, Optionee would be precluded from selling the securities under Rule 144 even if 144. Optionee understands that a stop transfer instruction will be in effect with respect to transfer of shares consistent with the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition requirements of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedsecurities laws.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Purchaser acknowledges that it is aware that the Shares to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, be issued to the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities Purchaser by the Company pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be has not been registered under the Securities Act of 1933 1933, as amended (the “1933 Securities Act”). If Employee is an “affiliate” of , and that the Corporation, as that term is defined in Shares are deemed to constitute "restricted securities" under Rule 144 promulgated under the 1933 Act (“Rule 144”)Securities Act. In this connection, such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee Purchaser acknowledges and understands that resale of such Purchaser's Shares may be restricted indefinitely unless they are subsequently registered under the Corporation may Securities Act and qualified under applicable state securities laws or an exemption from such registration and such qualification is available, and that the Company is under no obligation to file any registration statement under the Securities Act or to qualify any Shares under applicable state securities laws. The Purchaser warrants and represents that the Purchaser (i) is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect, and (ii) has the capacity to protect his/her own interests in connection with the purchase of the Shares by virtue of the business or financial expertise of any professional advisors to the Purchaser who are unaffiliated with and who are not be satisfying compensated by the current public information requirement Company or any of its affiliates, directly or indirectly. Further, the Purchaser hereby (i) certifies that he or she is not a “U.S. person” within the meaning of SEC Rule 144 902 of Regulation S, as presently in effect, that such Purchaser was offshore both at the time of the Employee wishes Company’s offer to sell Shares to such Purchaser and at the Transferable Shares or other conditions under Rule 144 which are required time of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) purchase and sale of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable such Shares, that such Purchaser is not acquiring Shares for the Employee acquired sufficient information about account or benefit of any U.S. person, and that such Purchaser shall be the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale sole beneficial owner of the Shares although permitted with sole dispositive authority and sole voting authority over the Shares, (ii) agrees to do so resell the Shares only in accordance with the provisions of Regulation S, pursuant to Rule 144(k) promulgated registration under the 1933 Securities Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement an available exemption from registration, (iii) agrees that any certificate representing Shares sold to such Purchaser shall contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the 0000 XxxSecurities Act or pursuant to an available exemption from registration, and (iv) and this Agreement have been satisfiedagrees that the Company is hereby required to refuse to register any transfer of any Shares issued to such Purchaser not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

Compliance with Securities Laws. (a) The Corporation Option shall make reasonable efforts to not be exercised, and shares shall not be issued upon such exercise, unless the exercise of the Option and the issuance and delivery of such shares shall comply with all relevant provisions of law, including, without limitation, any applicable federal and state securities laws; provided, howeverthe Securities Act of 1933, notwithstanding as amended ("the Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules and regulations thereunder and the requirements of any other provision stock exchange upon which such shares may then be listed or approved for listing upon notice of issuance, and such issuance shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of such shares. The inability of the Company to obtain from any regulatory body the authority deemed by the Company to be necessary for the lawful issuance and sale of any shares under this Option Agreement, or the Corporation unavailability of an exemption from registration for the issuance and sale of any shares under this Option Agreement, shall relieve the Company of any liability with respect to the non-issuance or sale of such shares. (b) Optionee agrees that the shares of Common Stock which Optionee may acquire by exercising the Option will not be obligated to issue sold or otherwise disposed of in any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof manner which would result in constitute a violation of any such lawapplicable securities laws, whether federal or state. It is intended Optionee also agrees (i) that Transferable Shares shall be registered the certificates representing the shares of Common Stock purchased under the Securities Act Option may bear such legend or legends as the Board of 1933 (the “1933 Act”). If Employee is an “affiliate” Directors of the Corporation, as that term is defined Company deems appropriate in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in order to assure compliance with Rule 144. Any certificates representing Transferable Shares issued applicable securities laws, (ii) that the Company may refuse to an “affiliate” of register the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares shares of Common Stock purchased under the Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Common Stock purchased under the Option. The Company may require Optionee, or any person to whom the Option is transferred under Section 6(a), as a condition of exercising the Corporation deems appropriate Option, (i) to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the Option for such person's own account and not with any present intention of selling or otherwise distributing the stock; and (ii) to deliver such other documentation as may be necessary to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basislaws. In addition, the Transferable Shares shall be subject Company may require any person to similar stop transfer instructionswhom the Option is transferred under Section 6(a). The Employee acknowledges and understands that , as a condition of exercising the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes Option, to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior give written assurances satisfactory to the EmployeeCompany as to such person's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as and/or to make employ a purchaser representative reasonably satisfactory to the Employee Company who is knowledgeable and experienced in financial and business matters, and that he is capable of utilizing said information to evaluate evaluating, alone or together with the purchaser representative, the merits and risks of exercising the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedOption.

Compliance with Securities Laws. The Corporation Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation Company shall not be obligated to issue any restricted or unrestricted common stock shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares the shares of Common Stock underlying the RSUs shall be registered under the Securities Act of 1933 1933, as amended (the “1933 Act”). If Employee the Grantee is an “affiliate” of the CorporationCompany, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee the Grantee may not sell the Transferable Shares shares of Common Stock except in compliance with Rule 144. Any certificates representing Transferable Shares shares of Common Stock issued to an “affiliate” of the Corporation Company may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares shares of Common Stock as the Corporation Company deems appropriate to comply with federal and state securities laws (and if the Transferable Shares shares of Common Stock are evidenced on a noncertificated non-certificated basis, the Transferable Shares shares of Common Stock shall be subject to similar stop transfer instructions). The Employee Grantee acknowledges and understands that the Corporation Company may not be satisfying the current public information requirement of Rule 144 at the time the Employee Grantee wishes to sell the Transferable Shares shares of Common Stock or other conditions under Rule 144 which are required of the CorporationCompany. If so, the Employee Grantee understands that Employee the Grantee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the RuleRule 144) of said Rule 144 has been satisfied. Prior to the Employee's Grantee’s acquisition of the Transferable Sharesshares of Common Stock, the Employee Grantee acquired sufficient information about the Corporation Company to reach an informed knowledgeable decision to acquire such securities. The Employee Grantee has such knowledge and experience in financial and business matters as to make the Employee Grantee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee Grantee is able to bear the economic risk of his or her investment in the Sharesshares of Common Stock. The Employee Grantee agrees not to make, without the prior written consent of the CorporationCompany, any public offering or sale of the Shares shares of Common Stock although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock Common Stock issued pursuant to this Agreement under the 0000 Xxx1933 Act) and this Agreement have been satisfied. The Grantee further agrees hereby that, as a condition to the issuance of shares upon settlement of the RSUs, the Grantee will enter into and perform any underwriter’s lock-up agreement requested by the Company from time to time in connection with public offerings of the Company’s securities.

Compliance with Securities Laws. The Corporation shall make reasonable efforts a) It is understood that Lenders must, in exercising their rights to foreclose upon and sell the Shares, comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation1933, as that term is defined in Rule 144 under amended, the 1933 Securities Exchange Act (“Rule 144”)of 1934, such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal amended, and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basiscollectively, the Transferable Shares shall be subject to similar stop transfer instructions"Securities Laws"). The Employee acknowledges Accordingly, Lenders may have difficulty, by reason of restrictions and understands that limitations imposed by the Corporation may not be satisfying Securities Laws, in selling the current public information requirement of Rule 144 Shares at a price which approximates the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required fair market value of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire were it not for such securitiesrestrictions. The Employee has such knowledge Company and experience in financial Pledgor acknowledge and business matters as agree that (i) Lenders may seek to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale dispose of the Shares although permitted to do so pursuant to Rule 144(k) promulgated without registration or qualification under the 1933 ActSecurities Laws, until all applicable conditions and requirements of Rule 144 (in any such transaction may require the purchaser or registration purchasers thereof to represent and warrant their intent not to distribute the Shares in violation of the Securities Laws, and (ii) any disposition so effected shall not thereby be deemed "commercially unreasonable". Lenders need not approach such number and quality of possible buyers so as to be in violation of the Securities Laws, and Lenders need not approach the maximum number of possible buyers permitted by the Securities Laws. b) Lenders may disclose any information they have obtained concerning the Company, even if obtained in confidence, if Lenders consider such disclosure to potential purchasers at the foreclosure sale to be useful or necessary to comply with Federal and applicable state securities laws. c) By way of example and not restriction, the form of advertising in a foreclosure sale hereunder may include provisions as follows: Notice of Secured Party's Restricted Public Auction of Collatcral Notice is hereby given that the shares of stock listed below (the "Shares") will be sold at public auction, with reserve, on ______________________, 19__ at __________ a.m. at the offices of _____________________, located at ______________. The Shares represent shares of common stock issued pursuant of a corporation that is owned (directly or indirectly) by_____________________________ . All interested and qualified prospective purchasers are invited to this Agreement under attend and bid at the 0000 Xxx) and this Agreement have been satisfiedauction.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Seller is acquiring all DFC Common Stock being received as a part of the Stock Consideration pursuant to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, Section 2.3 for its own account without a view to or for the Corporation shall not be obligated to issue any restricted or unrestricted common stock resale or other securities pursuant disposition thereof, except that the Seller may, by way of dividend or distribution, transfer all or any portion of such DFC Common Stock to this Agreement if the issuance thereof would result Shareholders in a violation their respective capacities as such. Neither the Seller nor any Shareholder shall offer, sell, transfer, assign, pledge or hypothecate all or any portion of any the such law. It is intended that Transferable Shares shall be DFC Common Stock unless such shares are registered under the Securities Act and applicable state securities laws or exempt therefrom. The Seller and each of 1933 (the “1933 Act”). If Employee Shareholders is an “affiliateaccredited investor,” of the Corporation, as that such term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” 501 of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof Regulation D promulgated under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee Securities Act and has such knowledge and experience in financial and business matters as to make (or the Employee Seller’s and the Shareholders’ respective professional advisors or purchaser’s representative has such financial experience) such that it is a capable of utilizing said information to evaluate evaluating the merits and risks of an investment in the prospective investment DFC Common Stock. The Seller and each of the Shareholders acknowledge that it and he and she have been given a full opportunity to examine such instruments, documents and other information and materials relating to the Purchaser as the Seller or the respective Shareholder deemed necessary or appropriate to make an informed decision relating to an acquisition of the DFC Common Stock and such securities’ suitability as an investment decisionfor the Seller or such Shareholder. The Employee is able Seller and each of the Shareholders further acknowledge that the Seller and such Shareholder have been afforded a full opportunity to bear ask questions and to obtain any additional information necessary to verify the economic risk accuracy of his or her investment any information furnished and that the Seller and such Shareholder has, in fact, asked all such questions and reviewed all such instruments, documents and other information and materials as the SharesSeller and such Shareholder has so deemed necessary and appropriate, including, without limitation, the following reports filed by DFC with the Securities and Exchange Commission: report on Form 10-K for DFC’s fiscal year ended June 30, 2004; 10-Q for each of DFC’s fiscal quarters ended September 30, 2004 and December 31, 2004; all reports on Form 8-K filed since June 30, 2004 and the final prospectus from DFC’s initial public offering. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions Seller and requirements of Rule 144 (or registration of each Shareholder acknowledges that the shares of common stock DFC Common Stock issued pursuant to as Stock Consideration under this Agreement cannot be pledged, hypothecated, sold or transferred without registration under the 0000 Xxx) Securities Act or an exemption therefrom and this Agreement have been satisfiedthat each certificate representing any such Shares shall be stamped or otherwise imprinted conspicuously with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR ANY SUCH LAW.

Compliance with Securities Laws. The Corporation No Stockholder shall make reasonable efforts to comply with all applicable federal Transfer any Capital Stock, and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation Company shall not be obligated to issue transfer on its books any restricted or unrestricted common stock or other securities shares of Capital Stock, unless: (a) (i) such Transfer is pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered an effective registration statement under the Securities Act of 1933 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), and is in compliance with any applicable state securities or blue sky laws or (ii) such Stockholder shall have furnished the Company with an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and any applicable state securities or blue sky laws and such Transfer shall not require the Company to register (or result in the Company being required to register) any securities (or any Transfer thereof) pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “1933 Commission”) thereunder (the “Exchange Act”); and (b) the certificates, if any, representing such Capital Stock issued to the transferee shall bear the following legend (or one to substantially similar effect): “The shares represented by this certificate have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). If Employee is The shares have been acquired for investment and may not be sold, pledged or hypothecated in the United States in the absence of an “affiliate” effective registration statement for the shares under the Securities Act or an exemption thereunder. The shares represented by this certificate are subject to restrictions contained in a Stockholders Agreement, dated as of , 2004. The Stockholders Agreement contains, among other things, certain provisions relating to the transfer of the Corporationshares represented by this certificate. No transfer, as sale, assignment, pledge, hypothecation or other disposition of the shares represented by this certificate, directly or indirectly, may be made except in accordance with the provisions of such Stockholders Agreement. The holder of this certificate, by acceptance of this certificate, agrees to be bound by all of the provisions of such Stockholders Agreement applicable to the shares represented by this certificate.” provided, however, that term is defined the conditions set forth in Section 2.3(b) shall not apply to any sale of Capital Stock pursuant to (x) an effective registration statement under the Securities Act, or, (y) Rule 144 promulgated under the 1933 Securities Act (“Rule 144”); provided, that such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k144 is (i) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration not made to an Affiliate of the shares of common stock issued pursuant Company and (ii) not made prior to this Agreement under the 0000 Xxx) and this Agreement have been satisfieda Public Offering Event.

Compliance with Securities Laws. 12.1 The Corporation shall make reasonable efforts to comply with all applicable federal Seller is not located in the United States and state securities laws; provided, however, notwithstanding any other provision is not a “U.S. Person” (as defined in Rule 902(k) of this Agreement, Regulation S under the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities Securities Act). 12.2 The Seller understands that the Consideration Shares are being allotted and issued pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered an exemption from registration under the Securities Act and that such securities may not be resold or otherwise transferred except (i) outside the United States pursuant to Rule 903 or Rule 904 of 1933 Regulations S under the Securities Act, (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in ii) pursuant to Rule 144 under the 1933 Securities Act (“Rule 144”if available), such Employee may (iii) pursuant to an effective registration statement under the Securities Act or (iv) pursuant to another applicable exemption from, or transaction not subject to, the registration requirements under the Securities Act. 12.3 In the event that the Seller is not an affiliate of SGL within the meaning of the U.S. federal securities laws, the Seller agrees that it will not offer or sell the Transferable Consideration Shares except in compliance with Rule 144. Any certificates representing Transferable within the United States or to, or for the account or benefit of, U.S. persons until 40 days after such Consideration Shares have been allotted and issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (it and if the Transferable Shares are evidenced on a noncertificated basisSeller is an affiliate of SGL within the meaning of the U.S. federal securities laws, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee Seller acknowledges and understands that the Corporation may not Consideration Shares will be satisfying "restricted" within the current public information requirement meaning of Rule 144 at under the time Securities Act, and subject to the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee resale and transfer restrictions thereunder. 12.4 The Seller understands that Employee it may not deposit the Consideration Shares into any unrestricted depositary facility established or maintained by any depositary bank, except to the extent that such Consideration Shares are not subject to resale or transfer restrictions under paragraph 12.3or otherwise under the U.S. federal securities laws, and that the Consideration Shares will not be precluded from selling capable of being traded on the securities under Rule 144 even if New York Stock Exchange or clearing through the one-year holding period (facilities of DTCC or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedother U.S. clearing system.

Compliance with Securities Laws. The Corporation Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation Company shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the CorporationCompany, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation Company may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation Company deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation Company may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the CorporationCompany. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's ’s acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation Company to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the CorporationCompany, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply Holder acknowledges that the ------------------------------- stock issuable upon exercising this Option has not been registered with the Securities and Exchange Commission for public sale and that, until so registered and until all applicable other federal and state laws regulating public sale have been complied with, federal and state securities laws; providedlaws restrict the manner in which such stock may be sold. As a result, however, notwithstanding any other provision such stock may not be readily transferable or convertible into cash. To ensure that the stock issuable upon exercise of this AgreementOption by the Holder is not purchased or sold in violation of such securities laws, the Corporation shall Company may impose the following requirements in connection with exercise of this Option: (a) The Company may require that the Holder deliver for the benefit of the Company and any successor to the Company at the time of each exercise of this Option and as a condition to exercise of this Option: (i) a written representation and agreement that the shares of stock being acquired upon exercise are being acquired by the Holder solely for investment; (ii) an agreement that the stock will not be obligated to issue any restricted sold or unrestricted common stock transferred without registration or other securities pursuant to this Agreement if the issuance thereof would result in a violation availability of any such law. It is intended that Transferable Shares shall be registered an exemption from registration under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and applicable state securities laws laws; (and if the Transferable Shares are evidenced on iii) a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior representation as to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment Holder and to make an informed investment decision. The Employee is able its ability to bear the economic risk of his or her investment in the Shares. The Employee agrees not its investment; (iv) an agreement to make, without the provide prior written consent to any transfer of the Corporation, stock (or any public offering or sale stock of the Shares although permitted Company subsequently acquired as a result of a stock dividend, stock split, merger consolidation, or other similar action), at the Holder's expense, an opinion of counsel acceptable to do so pursuant the Company to Rule 144(k) promulgated under the 1933 Act, until all effect that the transfer of such stock will not violate the applicable conditions and requirements of Rule 144 the Securities Act of 1933 and applicable state securities laws; and (v) such other representations and agreements which the Company may deem necessary or registration desirable to ensure compliance with applicable federal and state securities laws. (b) The Company may also require that the Holder obtain a "purchaser representative" as that term is defined in applicable federal and state securities laws and/or provide, at Holder's expense, an opinion of counsel acceptable to the Company to the effect that the exercise of this Option will not violate the applicable requirements of the Securities Act of 1933 and applicable state securities laws. (c) The stock certificates for any shares of common stock issued pursuant to exercise of this Agreement Option may bear legends restricting transferability of the shares unless the shares are registered or an exemption from registration is available under the 0000 Xxx) Securities Act of 1933 and this Agreement have been satisfiedapplicable state securities laws and unless the transfer complies with the terms of any applicable Stockholder's Agreement. The Company may notify its transfer agent to stop any transfer of the shares not made in compliance with the restrictions.

Compliance with Securities Laws. (a) The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision Company need not register a transfer of this AgreementWarrant, in whole or in part, or the Shares bearing the restrictive legend set forth in Section 8.1 hereof unless the Company shall have been provided with an opinion of counsel in form and substance reasonably satisfactory to the Company that this Warrant or the Shares, as applicable, are eligible for transfer without registration under the Securities Act. Until such time as the conditions imposed by this Section 8.2 shall terminate as set forth in subsection (b) below, the Corporation Company may also instruct its transfer agent not to register the transfer of this Warrant or the Shares unless the conditions set forth in this Section 8.2(a) are satisfied. (b) The conditions imposed by this Section 8.2 upon the transferability of this Warrant and the Shares shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant cease and terminate as to this Agreement if Warrant and any of the issuance thereof would result in a violation of any Shares (i) when such law. It is intended that Transferable Shares securities shall be have been registered under the Securities Act and sold or otherwise disposed of 1933 in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such securities, (ii) at such time as the “1933 Act”). If Employee Company shall have been provided with an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the restrictive legend on such securities is an “affiliate” no longer required in order to establish compliance with the provisions of the CorporationSecurities Act, as that term is defined in or (iii) when such securities are transferred pursuant to Rule 144 under or become transferable in accordance with the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” provisions of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Securities Act, until all applicable . Whenever the conditions and requirements of Rule 144 (or registration imposed by this Section 8.2 shall terminate as hereinabove provided with respect to any of the shares Shares, the holder of common any such securities bearing the legend set forth in Section 8.1 shall be entitled to receive, upon its written request to the Company, without expense (except for the payment of any applicable transfer taxes), new stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedcertificates not bearing such legend.