Common use of General Restrictions Clause in Contracts

General Restrictions. The Corporation shall not be required to sell or issue any shares of Stock under this Option if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation, and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with the Securities Act, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this Option the Award if the sale or issuance of such shares would constitute a violation by the individual exercising this Option Recipient or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares subject to this Option the Award upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this Option the Award may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this Optionthe Award. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Optionthe Award, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option the Award may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to the Award to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Award shall not be exercisable unless and until the shares of Stock covered by this Option the Award are registered or are subject to an available exemption from registration, the exercise of this Option the Award (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Warrant Shares under this Option Warrant if the sale or issuance of such shares Warrant Shares would constitute a violation by the individual exercising this Option the Warrant or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares Warrant Shares subject to this Option the Warrant upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesWarrant Shares hereunder, this Option the Warrant may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this Optionthe Warrant. Specifically Specifically, in connection with the Securities Act, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock Warrant Shares covered by this Optionthe Warrant, the Corporation Company shall not be required to sell or issue such shares Warrant Shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option the Warrant may acquire such shares Warrant Shares pursuant to an exemption from registration under such the Securities Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Except as provided herein, the Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option the Warrant or the issuance of shares Warrant Shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Warrant shall not be exercisable unless and until the shares of Stock Warrant Shares covered by this Option the Warrant are registered or are subject to an available exemption from registration, the exercise of this Option the Warrant (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from The Warrant shall not be exercisable unless the Holder shall have received all required regulatory approvals with respect to ownership of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) Warrant Shares to be issued upon such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities lawsexercise.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Option Shares under this Option if the sale or issuance of such shares Option Shares would constitute a violation by the individual exercising this Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Option Shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or of approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesOption Shares hereunder, this Option may not be exercised exercised, in whole or in part part, unless such listing, registration, qualification, consent or approval shall have been effected affected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with the Securities Act of 1933, as amended (the “Act”), unless a registration statement under such Act is in effect with respect to the shares of Stock Option Shares covered by this Option, the Corporation Company shall not be required to sell or issue such shares Option Shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option may acquire such shares Option Shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares Option Shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock Option Shares covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation S1C shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation S1C of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation S1C shall determine, in its discretion, that the listing, registration registration, or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationS1C, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically Specifically, in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation S1C shall not be required to sell or issue such shares unless the Corporation S1C has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation S1C shall be final, binding, and conclusive. The Corporation S1C may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation S1C shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At The Option shall not be exercisable unless the time of any exercise of this Option, the Corporation may, as a condition precedent Optionee shall have received all required regulatory approvals with respect to the exercise of this Option, require from the Holder ownership of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) Stock to be issued upon such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities lawsexercise.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Restricted Stock or Unrestricted Stock under this Option Award if the sale or issuance of such shares Restricted Stock or Unrestricted Stock would constitute a violation by the individual exercising this Option Participant or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Restricted Stock or Unrestricted Stock subject to this Option Award upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this Option Award may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this OptionAward. Specifically Specifically, in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Restricted Stock covered by this OptionAward, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option Award may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, binding and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to this Award to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Restricted Stock portion of this Option Award shall not be exercisable delivered unless and until the shares of Restricted Stock covered by this Option Award are registered or are subject to an available exemption from registration, the exercise delivery of the Restricted Stock portion of this Option Award (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this Option the Award if the sale or issuance of such shares would constitute a violation by the individual exercising this Option Recipient or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares of Stock subject to this Option the Award upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares of Stock, this Option the Award may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this Optionthe Award. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Optionthe Award, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option the Award may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares of Stock pursuant thereto to the Award to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Award shall not be exercisable granted or paid unless and until the shares of Stock covered by this Option the Award are registered or are subject to an available exemption from registration, the exercise grant or payment of this Option the Award (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation shall not be required to sell or issue any shares of Stock under this Option if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation, and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with the Securities Act, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended amended, or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, that the listing, registration registration, or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically Specifically, in connection with the Securities Act of 1933 (as now in effect or as hereafter amended) (the “1933 Act”), unless a registration statement under such the 1933 Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such the 1933 Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities 1933 Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At The Option shall not be exercisable unless the time of any exercise of this Option, the Corporation may, as a condition precedent Optionee shall have received all required regulatory approvals with respect to the exercise of this Option, require from the Holder ownership of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) Stock to be issued upon such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities lawsexercise.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this Option the Award if the sale or issuance of such shares would constitute a violation by the individual exercising this Option Recipient or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares subject to this Option the Award upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this Option the Award may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this Optionthe Award. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Optionthe Award, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option the Award may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to the Award to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Award and/or the Option shall not be exercisable unless and until the shares of Stock covered by this Option the Award are registered or are subject to an available exemption from registration, the exercise of this the Award and/or the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Common Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares of Common Stock subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically Specifically, in connection with the Securities ActAct of 1933, upon notice of exercise of the Option, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Committee has received evidence satisfactory to it the Committee that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Committee shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares Common Stock pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Shares under this Option the Options if the sale or issuance of such shares Shares would constitute a violation by the individual exercising this Option the Options or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Shares subject to this Option the Options upon any securities exchange or under any state or federal law, or the consent or approval of any government governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesShares hereunder, this Option the Options may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933, upon notice of exercise of any Option, unless a registration statement under such Act is in effect with respect to the shares of Stock Shares covered by this such Option, the Corporation Company shall not be required to sell or issue such shares Shares unless the Corporation Committee has received evidence satisfactory to it that the holder of this such Option may acquire such shares Shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Committee shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option the Options or the issuance of shares Shares pursuant thereto hereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Options shall not be exercisable unless and until the shares of Stock Shares covered by this Option the Options are registered or are subject to an available exemption from registration, the exercise of this Option the Options (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation limitation, any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now is effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.an

General Restrictions. (1) The Corporation Company shall not be required to sell deliver any certificate upon the exercise of this option until it has been furnished with such opinion, representation or issue any shares of Stock under this Option if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation of any provision of other document as it may reasonably deem necessary to ensure compliance with any law or any regulation of the Securities and Exchange Commission or any other governmental authorityauthority having jurisdiction over the Company, including without limitation the Employee, the Plan, or the shares to be optioned under the Plan or any federal or state securities laws or regulationsinterests granted thereunder. If This option is also subject to the requirement that if at any time the Corporation Board of Directors of the Company shall determine, in its discretion, that the listing, registration or qualification of any the shares (or the interests evidenced hereby) subject to this Option option upon any securities exchange or under any state foreign, or federal law, or the consent or approval of any government governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance granting of this option or the issue or purchase of sharesshares hereunder (or the interests evidenced hereby), this Option may option shall not be exercised in whole or in part and the interests evidenced hereby shall have no validity unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation, Committee in the exercise of its reasonable judgment. (2) Until the Company’s shares of Common Stock are publicly traded and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with shares subject to the Securities Act, unless option are covered by a registration statement under such Act is in effect filed with respect to the shares of Stock covered and declared effective by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities regulatory body, or any applicable foreign securities regulatory body, the shares obtained by exercising this option shall not be transferable, except as permitted by applicable federal or state securities laws, or any applicable foreign securities laws, and shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ANY APPLICABLE FOREIGN SECURITIES LAWS OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED BY SAID ACT, FOREIGN SECURITIES LAWS OR STATE LAWS.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Restricted Stock or Unrestricted Stock under this Option the Award if the sale or issuance of such shares Restricted Stock or Unrestricted Stock would constitute a violation by the individual exercising this Option Recipient or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares Restricted Stock or Unrestricted Stock subject to this Option the Award upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this Option the Award may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this Optionthe Award. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Restricted Stock covered by this Optionthe Award, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option the Award may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to the Award to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Restricted Stock portion of the Award shall not be exercisable unless and until the shares of Restricted Stock covered by this Option the Award are registered or are subject to an available exemption from registration, the exercise of this Option the Restricted Stock portion of the Award (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Shares under this Option the Options if the sale or issuance of such shares Shares would constitute a violation by the individual exercising this Option the Options or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Shares subject to this Option the Options upon any securities exchange or under any state or federal law, or the consent or approval of any government governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesShares hereunder, this Option the Options may not be exercised in whole or in part unless such listing, registration, qualification, qualification consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActUpon notice of exercise of any Option, unless a registration statement under such the Securities Act of 1933, as amended, is in effect with respect to the shares of Stock Shares covered by this such Option, the Corporation Company shall not be required to sell or issue such shares Shares unless the Corporation has Committee received evidence satisfactory to it that the holder of this such Option may acquire such shares Shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Committee shall be final, binding, binding and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option the Options or the issuance of shares Shares pursuant thereto hereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Options shall not be exercisable unless and until the shares of Stock Shares covered by this Option the Options are registered or are subject to an available exemption from registration, the exercise of this Option the Options (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation EXTEL shall not be required to sell or issue any shares of EXTEL Common Stock under this Option Warrant prior to the obtaining of the Shareholder Approval or if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation EXTEL of any provision of any law or regulation of any governmental authority, including without limitation any limitation, compliance with the registration or qualification requirement of applicable federal or and state securities laws or regulations. If at any time the Corporation EXTEL shall determine, in its discretionbased upon a written opinion of securities counsel, that the listing, registration or qualification of any shares subject to this Option upon any securities exchange or Warrant under any applicable state or federal law, or the consent or approval of any government regulatory body, law is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this Option Warrant may not be exercised in whole or in part unless such listing, registration, qualification, consent registration or approval qualification shall have been effected or obtained free of any conditions not reasonably acceptable to the CorporationEXTEL, and any delay caused thereby shall in no way affect the date of termination of this OptionWarrant. Specifically in connection with the Securities Act of 1933 (as now in effect or as hereafter amended) (the "Securities Act"), unless a registration statement under such the Securities Act is in effect with respect to the shares of EXTEL Common Stock covered by this OptionWarrant, the Corporation EXTEL shall not be required to sell or issue such shares unless the Corporation Board of Directors of EXTEL has received evidence reasonably satisfactory to it that the holder of this Option Warrant may acquire such shares pursuant to an exemption from registration under such the Securities Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, EXTEL's only obligation to register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action Act is set forth in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authorityMerger Agreement. As to any jurisdiction that expressly imposes the requirement that this Option Warrant shall not be exercisable unless and until the shares of EXTEL Common Stock covered by this Option Warrant are registered or are subject to an available exemption from registration, the exercise of this Option Warrant (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue -------------------- any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Corporationcompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically Specifically, in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Shares under this the Option if the sale or issuance of such shares Shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesShares hereunder, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock Shares covered by this the Option, the Corporation Company shall not be required to sell or issue such shares Shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares Shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock Shares covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. (a) The Corporation Company shall not be required to sell deliver any certificate upon the exercise of this option until it has been furnished with such opinion, representation or issue any shares of Stock under this Option if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation of any provision of other document as it may reasonably deem necessary, to ensure compliance with any law or any regulation of the Securities and Exchange Commission or any other governmental authorityauthority having jurisdiction over the Company, including without limitation the Employee, the Plan, or the shares to be optioned under the Plan or any federal or state securities laws or regulationsinterests granted thereunder. If This option is also subject to the requirement that if at any time the Corporation Board of Directors of the Company shall determine, in its discretion, that the listing, registration or qualification of any the shares (or the interests evidenced hereby) subject to this Option option upon any securities exchange or under any state or federal law, or the consent or approval of any government governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance granting of this option or the issue or purchase of sharesshares hereunder (or the interests evidenced hereby), this Option may option shall not be exercised in whole or in part and the interests evidenced hereby shall have no validity unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation, Committee in the exercise of its reasonable judgment. (b) Until the Company’s shares of Common Stock are publicly traded and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with shares subject to the Securities Act, unless option are covered by a registration statement under such Act is in effect or other materials filed with respect to the shares of Stock covered and declared effective by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and or any applicable state foreign securities regulator, the shares obtained by exercising this option shall not be transferable, except as permitted by applicable securities laws, and shall bear the following legend: (c) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ANY APPLICABLE FOREIGN SECURITIES LAWS OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED BY SAID ACT, FOREIGN SECRUTIES LAWS OR STATE LAWS.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Common Shares under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Common Shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically Specifically, in connection with the Securities ActAct of 1933, upon notice of exercise of the Option, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Committee has received evidence satisfactory to it the Committee that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Committee shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares of Common Shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Shares under this Option the Options if the sale or issuance of such shares Shares would constitute a violation by the individual exercising this Option the Options or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Shares subject to this Option the Options upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesShares hereunder, this Option the Options may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933, upon notice of exercise of any Option, unless a registration statement under such Act is in effect with respect to the shares of Stock Shares covered by this such Option, the Corporation Company shall not be required to sell or issue such shares Shares unless the Corporation Company has received evidence satisfactory to it the Company that the holder of this such Option may acquire such shares Shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option the Options or the issuance of shares Shares pursuant thereto hereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Options shall not be exercisable unless and until the shares of Stock Shares covered by this Option the Options are registered or are subject to an available exemption from registration, the exercise of this Option the Options (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1993 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as not in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement requirements that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation shall not be required to sell or issue any shares of Stock under this Option if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation, and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with the Securities Act, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Nonstatutory Stock Option Agreement for Brexx Xxxxx xxted February 7, 2001 Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended amended, or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation shall not be required to sell or issue any shares of Common Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, that the listing, registration or qualification of any shares of Common Stock subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically Specifically, in connection with the Securities ActAct of 1933, upon notice of exercise of the Option, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation shall not be required to sell or issue such shares unless the Corporation Committee has received evidence satisfactory to it the Committee that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Committee shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares of Common Stock pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation company shall not be required to sell or issue any shares of Stock Shares under this Option the Options if the sale or issuance of such shares Shares would constitute a violation by the individual exercising this Option the Options or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, listing registration or qualification of any shares Shares subject to this Option the Options upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesShares hereunder, this Option the Options may not be exercised in whole or in part unless such listing, registration, qualification, qualification consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActUpon notice of exercise of any Option, unless a registration statement under such the Securities Act of 1933, as amended, is in effect with respect to the shares of Stock Shares covered by this such Option, the Corporation Company shall not be required to sell or issue such shares Shares unless the Corporation has Company received evidence satisfactory to it the Company that the holder of this such Option may acquire such shares Shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation company shall be final, binding, binding and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option the Options or the issuance of shares Shares pursuant thereto hereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Options shall not be exercisable unless and until the shares of Stock Shares covered by this Option the Options are registered or are subject to an available exemption from registration, the exercise of this Option the Options (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual person or entity exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but except as specifically provided in Section 7 shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At The Company represents and warrants that the time of any exercise provisions of this OptionSection 6 are substantially equivalent to those relating to the same subject matter and presently set forth in the Company's 1995 Stock Option Plan, differing only to reflect that the Optionee is a corporation and a consultant to the Company and not a person employed by the Company. In the event that the provisions of the Company's 1995 Stock Option Plan comparable to the provisions of this Section 6 are amended, the Corporation may, Company shall offer to amend this Section 6 so that the provisions of this Section 6 as a condition precedent amended are substantially equivalent to those relating to the exercise of this Option, require from the Holder of the Option (or same subject matter and set forth in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Company's 1995 Stock Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, Plan as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.