Common use of Disposition Under Rules 144 and 701 Clause in Contracts

Disposition Under Rules 144 and 701. The CEO understands that the Initial Shares are restricted securities within the meaning of Rule 144 promulgated under the Securities Act; that the exemption from registration under Rule 144 will not be available in any event for at least six months from the date of acquisition of the Initial Shares, and even then will not be available unless (a) a public trading market then exists for the Common Stock, (b) adequate information concerning the Company is then available to the public, and (c) other terms and conditions of Rule 144 are complied with; and that any sale of the Remaining Shares may be made only in limited amounts in accordance with such terms and conditions. The CEO further understands that the resale provisions of Rule 701, if available, will not apply until 90 days after the Company becomes subject to the reporting obligation under the Exchange Act. There can be no assurance that the requirements of Rule 144 or Rule 701 will be met, or that the Remaining Shares will ever be saleable.

Disposition Under Rules 144 and 701. The CEO understands that the Initial Shares are restricted securities within the meaning of Rule 144 promulgated under the Securities Act; that the exemption from registration under Rule 144 will not be available in any event for at least six months one year from the date of acquisition of the Initial Shares, and even then will not be available unless (a) a public trading market then exists for the Common StockShares, (b) adequate information concerning the Company is then available to the public, and (c) other terms and conditions of Rule 144 are complied with; and that any sale of the Remaining Shares may be made only in limited amounts in accordance with such terms and conditions. The CEO further understands that the resale provisions of Rule 701, if available, will not apply until 90 days after the Company becomes subject to the reporting obligation under the Exchange Act. There can be no assurance that the requirements of Rule 144 or Rule 701 will be met, or that the Remaining Shares will ever be saleable.