Common use of Investment Representations; Restrictions on Transfer Clause in Contracts

Investment Representations; Restrictions on Transfer. The PURCHASER represents and warrants to the CORPORATION that: a. The PURCHASER is aware of the CORPORATION's business affairs and financial condition and has acquired sufficient information about the CORPORATION to reach an informed and knowledgeable decision to acquire the SHARES. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER is purchasing the SHARES for investment for the PURCHASER's own account only and not with a view to, or for resale in connection with, any "distribution" within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"). b. The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER acknowledges and understands that the SHARES constitute "restricted securities" under the SECURITIES ACT and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT or an exemption from such registration is available. The PURCHASER further acknowledges and understands that the CORPORATION is under no obligation to register the SHARES. The PURCHASER understands that the certificate evidencing the SHARES will be imprinted with a legend which prohibits the transfer of the SHARES unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATION. d. The PURCHASER is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACT, which, in substance, permit limited public resale of "restricted securities" acquired in a non-public offering, subject to the satisfaction of certain conditions. The PURCHASER understands that the CORPORATION may not be satisfying, and is not obligated to satisfy, any requirement of Rule 144 at such time as the PURCHASER might wish to sell any of the SHARES, and, if so, the PURCHASER might be precluded from selling any of the SHARES under Rule 144. e. The PURCHASER is a resident of the state of California.

Investment Representations; Restrictions on Transfer. The PURCHASER (a) In connection with the purchase of the Shares, the Purchaser represents and warrants to the CORPORATION thatCompany the following: a. (i) The PURCHASER Purchaser is aware of the CORPORATIONCompany's business affairs and financial condition and has acquired sufficient information about the CORPORATION Company to reach an informed and knowledgeable decision to acquire the SHARESShares. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER Purchaser is purchasing the SHARES these Shares for investment for the PURCHASERPurchaser's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"). b. (ii) The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER Purchaser acknowledges and understands that the SHARES Shares constitute "restricted securities" under the SECURITIES ACT Securities Act and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT Securities Act or an exemption from such registration is available. The PURCHASER Purchaser further acknowledges and understands that the CORPORATION Company is under no obligation to register the SHARESShares. The PURCHASER Purchaser understands that the certificate evidencing the SHARES Shares will be imprinted with a legend which prohibits the transfer of the SHARES Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONCompany. d. (iii) The PURCHASER Purchaser is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACTSecurities Act, which, in substance, permit limited public resale of "restricted securities" acquired acquired, directly or indirectly, from the issuer thereof, in a non-public offering, offering subject to the satisfaction of certain conditions. The PURCHASER understands Rule 701 provides that if the CORPORATION issuer qualifies under Rule 701 at the time of issuance of the securities to the Purchaser, such issuance will be exempt from registration under the Securities Act. In the event the Company later becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter the securities exempt under Rule 701 may not be satisfyingresold, subject to the satisfaction of certain of the conditions specified by Rule 144, including among other things: (1) the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, and is the amount of securities being sold during any three month period not obligated exceeding the limitations specified in Rule 144(e), if applicable. Notwithstanding this paragraph 7(a)(iii), the Purchaser acknowledges and agrees to satisfythe restrictions set forth in paragraph 7(b). (2) the resale occurring not less than two years after the party has purchased, any requirement and made full payment for, within the meaning of Rule 144 at such time 144, the securities to be sold; and (3) in the case of an affiliate, or of a non-affiliate who has held the securities less than three years, the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the PURCHASER might wish to sell Securities Exchange Act of 1934) and the amount of securities being sold during any three month period not exceeding the specified limitations stated therein, if applicable. (b) The Purchaser agrees, in connection with the Company's initial underwritten public offering of the SHARESCompany's securities, and(1) not to sell, if somake short sale of, loan, grant any options for the PURCHASER might be precluded from selling purchase of, or otherwise dispose of any shares of Common Stock of the SHARES under Rule 144. e. The PURCHASER is a resident Company held by the Purchaser (other than those shares included in the registration) without the prior written consent of the state Company or the underwriters managing such initial underwritten public offering of Californiathe Company's securities for one hundred eighty (180) days from the effective date of such registration, and (2) further agrees to execute any agreement reflecting (1) above as may be requested by the underwriters at the time of the public offering.

Investment Representations; Restrictions on Transfer. The PURCHASER In connection with the purchase of the Shares, the Purchaser represents and warrants to the CORPORATION thatCompany the following: a. The PURCHASER (a) Purchaser is aware of the CORPORATION's Company’s business affairs and financial condition and has acquired sufficient information about the CORPORATION Company to reach an informed and knowledgeable decision to acquire the SHARESsecurities. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER Purchaser is purchasing the SHARES these securities for investment for the PURCHASER's Purchaser’s own account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"“Securities Act”). b. The PURCHASER (b) Purchaser understands that an the securities have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. In this connection, Purchaser understands that, in view of the Securities and Exchange Commission (“Commission”), the statutory basis for such exemption may not be present if Purchaser’s representations meant that capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of timefuture. c. The PURCHASER (c) Purchaser further acknowledges and understands that the SHARES constitute "restricted securities" under the SECURITIES ACT and securities must be held indefinitely unless they are subsequently registered under the SECURITIES ACT Securities Act or an exemption from such registration is available. The PURCHASER Purchaser further acknowledges and understands that the CORPORATION Company is under no obligation to register the SHARESsecurities. The PURCHASER Purchaser understands that the certificate evidencing the SHARES securities will be imprinted with a legend which prohibits the transfer of the SHARES securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONCompany. d. The PURCHASER (d) Purchaser is familiar with aware of the provisions adoption of Rule 701 and Rule 144144 by the Commission, each promulgated under the SECURITIES ACTSecurities Act, which, in substance, permit which permits limited public resale of "restricted securities" securities acquired in a non-public offering, nonpublic offering subject to the satisfaction of certain conditions. The PURCHASER understands that . (e) Purchaser further acknowledges that, in the CORPORATION may not be satisfying, and is not obligated to satisfy, any requirement event all of the requirements of Rule 144 at such time as are not met, compliance with Regulation A or some other registration exemption will be required; and that, although Rule 144 is not exclusive, the PURCHASER might wish staff of the Commission has expressed its opinion that persons proposing to sell any private placement securities other than in a registered offering and other than pursuant to Rule 144, will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (f) Purchaser agrees, in connection with the Company’s initial underwritten public offering of the SHARESCompany’s securities, and(1) not to sell, if somake short sale of, loan, grant any options for the PURCHASER might be precluded from selling purchase of, or otherwise dispose of any shares of Common Stock of the SHARES under Rule 144. e. The PURCHASER is a resident Company held by Purchaser (other than those shares included in the registration) without the prior written consent of the state Company or the underwriters managing such initial underwritten public offering of Californiathe Company’s securities for one hundred eighty (180) days from the effective date of such registration, and (2) further agrees to execute any agreement reflecting (1) above as may be requested by the underwriters at the time of the public offering.

Investment Representations; Restrictions on Transfer. The PURCHASER By receipt of this ---------------------------------------------------- Option, by its execution, and by its exercise in whole or in part, Optionee represents and warrants to the CORPORATION thatCompany the following: a. The PURCHASER A. Optionee understands that this Option and any Shares purchased upon its exercise are securities, the issuance of which requires compliance with federal and state securities laws. B. Optionee is aware of the CORPORATIONCompany's business affairs and financial condition and has acquired sufficient information about the CORPORATION Company to reach an informed and knowledgeable decision to acquire the SHARESsecurities. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER Optionee is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER is purchasing the SHARES acquiring these securities for investment for the PURCHASEROptionee's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"). b. The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER C. Optionee acknowledges and understands that the SHARES securities constitute "restricted securities" under the SECURITIES ACT Securities Act and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT Securities Act or an exemption from such registration is available. The PURCHASER Optionee further acknowledges and understands that the CORPORATION Company is under no obligation to register the SHARESsecurities. The PURCHASER Optionee understands that the certificate evidencing the SHARES securities will be imprinted with a legend which prohibits the transfer of the SHARES securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONCompany, and any other legend required under applicable state securities laws. d. The PURCHASER D. Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACTSecurities Act, which, in substance, permit limited public resale of "restricted securities" acquired acquired, directly or indirectly, from the issuer thereof, in a non-public offering, offering subject to the satisfaction of certain conditions. The PURCHASER understands Rule 701 provides that if the issuer qualifies under Rule 701 at the time of exercise of the Option by the Optionee, such exercise will be exempt from registration under the Securities Act. In the event the Company later becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain conditions specified by Rule 144, including among other things: (i) the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (ii) the availability of certain public information about the Company, and the amount of securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), if applicable. Notwithstanding this Paragraph 4.(D), the Optionee acknowledges and agrees to the restrictions set forth in Paragraph 4.(E). In the event that the CORPORATION Company does not qualify under Rule 701 at the time of exercise of the Option, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among other things: (i) the availability of certain public information about the Company; (ii) the resale occurring not be satisfyingless than two years after the party has purchased, and is not obligated to satisfymade full payment for, any requirement within the meaning of Rule 144 at such time 144, the securities to be sold; and (iii) in the case of an affiliate, or of a non-affiliate who has held the securities less than three years, the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the PURCHASER might wish to sell Securities Exchange Act of 1934) and the amount of securities being sold during any three month period not exceeding the specified limitations stated therein, if applicable. E. In connection with the Company's subsequent underwritten public offering of the SHARESCompany's securities, andOptionee agrees: (i) not to sell, if somake short sale of, loan, grant any options for the PURCHASER might be precluded from selling purchase of, or otherwise dispose of any shares of Common Stock of the SHARES under Rule 144. e. The PURCHASER is a resident Company held by Optionee (except traded shares Optionee purchased in the open market and those shares included in the registration) without the prior written consent of the state Company or the underwriters managing such underwritten public offering of Californiathe Company's securities for one hundred eighty (180) days from the effective date of such registration, and (ii) to execute any agreement reflecting Section 4(E)(i) above as may be requested by the underwriters at the time of the public offering.

Investment Representations; Restrictions on Transfer. The PURCHASER (i) By receipt of this Option, by its execution and by its exercise in whole or in part, Optionee represents and warrants to the CORPORATION thatCompany the following: a. The PURCHASER (a) Optionee understands that this Option and any Shares purchased upon its exercise are securities, the issuance of which requires compliance with federal and state securities laws. (b) Optionee is aware of the CORPORATION's Company’s business affairs and financial condition and has acquired sufficient information about the CORPORATION Company to reach an informed and knowledgeable decision to acquire the SHARESsecurities. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER Optionee is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER is purchasing the SHARES acquiring these securities for investment for the PURCHASER's Optionee’s own account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"“Securities Act”). b. The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER (c) Optionee acknowledges and understands that the SHARES securities constitute "“restricted securities" ” under the SECURITIES ACT Securities Act and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT Securities Act or an exemption from such registration is available. The PURCHASER Optionee further acknowledges and understands that the CORPORATION Company is under no obligation to register the SHARESsecurities. The PURCHASER Optionee understands that the certificate evidencing the SHARES securities will be imprinted with a legend which prohibits the transfer of the SHARES securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONCompany and any other legend required under applicable state securities laws. d. The PURCHASER (d) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACTSecurities Act, which, in substance, permit limited public resale of "“restricted securities" acquired ” acquired, directly or indirectly, from the issuer thereof, in a non-public offering, offering subject to the satisfaction of certain conditions. The PURCHASER understands Rule 701 provides that if the issuer qualifies under Rule 701 at the time of exercise of the Option by the Optionee, such exercise will be exempt from registration under the Securities Act. In the event the Company later becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including among other things: (1) the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, and the amount of securities being sold during any three-month period not exceeding the limitations specified in Rule 144(e), if applicable. Notwithstanding this paragraph 4(i)(d), the Optionee acknowledges and agrees to the restrictions set forth in paragraph 4(ii) below. In the event that the CORPORATION Company does not qualify under Rule 701 at the time of exercise of the Option, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among other things: (1) the availability of certain public information about the Company; (2) the resale occurring not be satisfyingless than two years after the party has purchased, and is not obligated to satisfymade full payment for, any requirement within the meaning of Rule 144 at such time 144, the securities to be sold; and (3) in the case of an affiliate, or of a non-affiliate who has held the securities less than three years, the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the PURCHASER might wish to sell Securities Exchange Act of 1934) and the amount of securities being sold during any of three month period not exceeding the SHARES, andspecified limitations stated therein, if so, the PURCHASER might be precluded from selling any of the SHARES under Rule 144applicable. e. The PURCHASER is a resident of the state of California.

Investment Representations; Restrictions on Transfer. The PURCHASER By receipt of this Option, by its execution and by its exercise in whole or in part, Optionee represents and warrants to the CORPORATION thatCompany the following: a. The PURCHASER (a) Optionee understands that this Option and any Shares purchased upon its exercise are securities, the issuance of which requires compliance with federal and state securities laws. (b) Optionee is aware of the CORPORATIONCompany's business affairs and financial condition and has acquired sufficient information about the CORPORATION Company to reach an informed and knowledgeable decision to acquire the SHARESsecurities. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER Optionee is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER is purchasing the SHARES acquiring these securities for investment for the PURCHASEROptionee's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"). b. The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER (c) Optionee acknowledges and understands that the SHARES securities constitute "restricted securities" under the SECURITIES ACT Securities Act and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT Securities Act or an exemption from such registration is available. The PURCHASER Optionee further acknowledges and understands that the CORPORATION Company is under no obligation to register the SHARESsecurities. The PURCHASER Optionee understands that the certificate evidencing the SHARES securities will be imprinted with a legend which prohibits the transfer of the SHARES securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONCompany and any other legend required under applicable state securities laws. d. The PURCHASER (d) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACTSecurities Act, which, in substance, permit limited public resale of "restricted securities" acquired acquired, directly or indirectly, from the issuer thereof, in a non-public offering, offering subject to the satisfaction of certain conditions. The PURCHASER understands Rule 701 provides that if the issuer qualifies under Rule 701 at the time of exercise of the Option by the Optionee, such exercise will be exempt from registration under the Securities Act. In the event the Company later becomes (1) the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, and the amount of securities being sold during any three-month period not exceeding the limitations specified in Rule 144(e), if applicable. In the event that the CORPORATION Company does not qualify under Rule 701 at the time of exercise of the Option, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among other things: (1) the availability of certain public information about the Company; (2) the resale occurring not be satisfyingless than two years after the party has purchased, and is not obligated to satisfymade full payment for, any requirement within the meaning of Rule 144 at such time 144, the securities to be sold; and (3) in the case of an affiliate, or of a non-affiliate who has held the securities less than three years, the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the PURCHASER might wish to sell Securities Exchange Act of 1934) and the amount of securities being sold during any of three month period not exceeding the SHARES, andspecified limitations stated therein, if so, the PURCHASER might be precluded from selling any of the SHARES under Rule 144applicable. e. The PURCHASER is a resident of the state of California.

Investment Representations; Restrictions on Transfer. The PURCHASER Each party represents and warrants to the CORPORATION each other, to AI and to ADC that: a. The PURCHASER A. Each is aware that the Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the CORPORATION's business affairs Securities Act pursuant to Section 4(2) and financial condition Regulation D thereof, and has acquired sufficient information about that they must be held by each C Group shareholder for an indeterminate period and each C Group shareholder must therefore bear the CORPORATION economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. B. Each instrument representing the Shares may be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. C. ADC need not register a transfer of legended Shares and may instruct its transfer agent not to reach an informed and knowledgeable decision to acquire register the SHARES. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation transfer of the risks and merits Shares, unless the foregoing legend is satisfied. D. In no event shall any party sell any shares of this investmentADC common stock owned by such party in an open market transaction prior to October 1, 1998. The PURCHASER Each party agrees to surrender his shares to ADC for imposition of a legends reflecting the foregoing. E. Each party has such the knowledge and experience in financial and business matters that the PURCHASER is capable of evaluating to evaluate the merits and risks of investment in the SHARES. The PURCHASER is purchasing the SHARES for investment for the PURCHASER's own account only and not with a view to, or for resale in connection with, any "distribution" within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT")proposed investment. b. The PURCHASER understands that an investment in F. Each party is acquiring the CORPORATION is speculativeShares for his own account, that any possible benefits from the investment are uncertainfor investment, and that the PURCHASER must bear the economic risks of the investment without any present intention to engage in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of timea distribution thereof. c. The PURCHASER acknowledges G. Each party warrants that he is either and understands original ADC shareholder or the rightful successor to such original shareholder holder and that he is entitled to receive the SHARES constitute "restricted securities" under the SECURITIES ACT and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT or an exemption from such registration is available. The PURCHASER further acknowledges and understands that the CORPORATION is under no obligation transferred Shares pursuant to register the SHARES. The PURCHASER understands that the certificate evidencing the SHARES will be imprinted with a legend which prohibits the transfer of the SHARES unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONthis Agreement. d. The PURCHASER is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACT, which, in substance, permit limited public resale of "restricted securities" acquired in a non-public offering, subject to the satisfaction of certain conditions. The PURCHASER understands that the CORPORATION may not be satisfying, and is not obligated to satisfy, any requirement of Rule 144 at such time as the PURCHASER might wish to sell any of the SHARES, and, if so, the PURCHASER might be precluded from selling any of the SHARES under Rule 144. e. The PURCHASER is a resident of the state of California.

Investment Representations; Restrictions on Transfer. The PURCHASER In connection with the purchase of the Shares, the Assignor represents and warrants to the CORPORATION thatCompany the following: a. (i) The PURCHASER Assignor is aware of the CORPORATIONCompany's business affairs and financial condition and has acquired sufficient information about the CORPORATION Company to reach an informed and knowledgeable decision to acquire the SHARESShares. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER Assignor is purchasing the SHARES these Shares for investment for the PURCHASERAssignor's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"). b. (ii) The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER Assignor acknowledges and understands that the SHARES Shares constitute "restricted securities" under the SECURITIES ACT Securities Act and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT Securities Act or an exemption from such registration is available. The PURCHASER Assignor further acknowledges and understands that the CORPORATION Company is under no obligation to register the SHARESShares. The PURCHASER Assignor understands that the certificate evidencing the SHARES Shares will be imprinted with a legend which prohibits the transfer of the SHARES Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONCompany. d. (iii) The PURCHASER Assignor is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACTSecurities Act, which, in substance, permit limited public resale of "restricted securities" acquired securities acquired, directly or indirectly, from the issuer thereof, in a non-public offering, offering subject to the satisfaction of certain conditions. The PURCHASER understands Assignor acknowledges that in the CORPORATION may not be satisfying, and is not obligated to satisfy, any requirement event all of the requirements of Rule 144 at such time as are not met, compliance with Regulation A or some other registration exemption will be required; and that although Rule 144 is not exclusive, the PURCHASER might wish staff of the Commission has expressed its opinion that persons proposing to sell any private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the SHARES, and, if so, brokers who participate in the PURCHASER might be precluded from selling any of the SHARES under Rule 144transactions do so at their own risk. e. The PURCHASER is a resident of the state of California.

Investment Representations; Restrictions on Transfer. The IN CONNECTION WITH THE PURCHASE OF THE SHARES, THE PURCHASER represents and warrants to the CORPORATION thatREPRESENTS TO THE COMPANY THE FOLLOWING: a. The PURCHASER (a) Purchaser is aware of the CORPORATION's Company’s business affairs and financial condition and has acquired sufficient information about the CORPORATION Company to reach an informed and knowledgeable decision to acquire the SHARESsecurities. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER Purchaser is purchasing the SHARES these securities for investment for the PURCHASER's Purchaser’s own account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"“Securities Act”). b. The PURCHASER (b) Purchaser understands that an the securities have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. In this connection, Purchaser understands that, in view of the Securities and Exchange Commission (“Commission”), the statutory basis for such exemption may not be present if Purchaser’s representations meant that capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of timefuture. c. The PURCHASER (c) Purchaser further acknowledges and understands that the SHARES constitute "restricted securities" under the SECURITIES ACT and securities must be held indefinitely unless they are subsequently registered under the SECURITIES ACT Securities Act or an exemption from such registration is available. The PURCHASER Purchaser further acknowledges and understands that the CORPORATION Company is under no obligation to register the SHARESsecurities. The PURCHASER Purchaser understands that the certificate evidencing the SHARES securities will be imprinted with a legend which prohibits the transfer of the SHARES securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONCompany. d. The PURCHASER (d) Purchaser is familiar with aware of the provisions adoption of Rule 701 and Rule 144144 by the Commission, each promulgated under the SECURITIES ACTSecurities Act, which, in substance, permit which permits limited public resale of "restricted securities" securities acquired in a non-public offering, nonpublic offering subject to the satisfaction of certain conditions. The PURCHASER understands that . (e) Purchaser further acknowledges that, in the CORPORATION may not be satisfying, and is not obligated to satisfy, any requirement event all of the requirements of Rule 144 at such time as are not met, compliance with Regulation A or some other registration exemption will be required; and that, although Rule 144 is not exclusive, the PURCHASER might wish staff of the Commission has expressed its opinion that persons proposing to sell any private placement securities other than in a registered offering and other than pursuant to Rule 144, will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. (f) Purchaser agrees, in connection with the Company’s initial underwritten public offering of the SHARESCompany’s securities, and(1) not to sell, if somake short sale of, loan, grant any options for the PURCHASER might be precluded from selling purchase of, or otherwise dispose of any shares of Common Stock of the SHARES under Rule 144. e. The PURCHASER is a resident Company held by Purchaser (other than those shares included in the registration) without the prior written consent of the state Company or the underwriters managing such initial underwritten public offering of Californiathe Company’s securities for one hundred eighty (180) days from the effective date of such registration, and (2) further agrees to execute any agreement reflecting (1) above as may be requested by the underwriters at the time of the public offering.

Investment Representations; Restrictions on Transfer. The PURCHASER By receipt of this ---------------------------------------------------- Option, by its execution, and by its exercise in whole or in part, Optionee represents and warrants to the CORPORATION thatCompany the following: a. The PURCHASER A. Optionee understands that this Option and any Shares purchased upon its exercise are securities, the issuance of which requires compliance with federal and state securities laws. B. Optionee is aware of the CORPORATIONCompany's business affairs and financial condition and has acquired sufficient information about the CORPORATION Company to reach an informed and knowledgeable decision to acquire the SHARESsecurities. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER Optionee is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER is purchasing the SHARES acquiring these securities for investment for the PURCHASEROptionee's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"). b. The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER C. Optionee acknowledges and understands that the SHARES securities constitute "restricted securities" under the SECURITIES ACT Securities Act and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT Securities Act or an exemption from such registration is available. The PURCHASER Optionee further acknowledges and understands that the CORPORATION Company is under no obligation to register the SHARESsecurities. The PURCHASER Optionee understands that the certificate evidencing the SHARES securities will be imprinted with a legend which prohibits the transfer of the SHARES securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONCompany, and any other legend required under applicable state securities laws. d. The PURCHASER D. Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACTSecurities Act, which, in substance, permit limited public resale of "restricted securities" acquired acquired, directly or indirectly, from the issuer thereof, in a non-public offering, offering subject to the satisfaction of certain conditions. The PURCHASER understands that Rule 144 requires among other things: (i) the CORPORATION may availability of certain public information about the Company; (ii) the resale occurring not be satisfyingless than one (1) year after the party has purchased, and is not obligated to satisfymade full payment for, any requirement within the meaning of Rule 144 at such time 144, the securities to be sold; and (iii) in the case of an affiliate, or of a non-affiliate who has held the securities less than two (2) years, the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the PURCHASER might wish to sell Securities Exchange Act of 1934) and the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein, if applicable. E. In connection with the Company's subsequent underwritten public offering of the SHARESCompany's securities, andOptionee agrees: (i) not to sell, if somake short sale of, loan, grant any options for the PURCHASER might be precluded from selling purchase of, or otherwise dispose of any shares of Common Stock of the SHARES under Rule 144. e. The PURCHASER is a resident Company held by Optionee (except traded shares Optionee purchased in the open market and those shares included in the registration) without the prior written consent of the state Company or the underwriters managing such underwritten public offering of Californiathe Company's securities for one hundred eighty (180) days from the effective date of such registration, and (ii) to execute any agreement reflecting Section 4(E)(i) above as may be requested by the underwriters at the time of the public offering.

Investment Representations; Restrictions on Transfer. The PURCHASER (i) By receipt of the Option, by its execution and by its exercise in whole or in part, Optionee represents and warrants to the CORPORATION thatCompany the following: a. The PURCHASER (a) Optionee understands that the Option and any Shares purchased upon its exercise are securities, the issuance of which requires compliance with federal and state securities laws. (b) Optionee is aware of the CORPORATION's Company’s business affairs and financial condition and has acquired sufficient information about the CORPORATION Company to reach an informed and knowledgeable decision to acquire the SHARESsecurities. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER Optionee is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER is purchasing the SHARES acquiring these securities for investment for the PURCHASER's Optionee’s own account only and not with a view to, or for resale in connection with, any "“distribution" ” thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"“Securities Act”). b. The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER (c) Optionee acknowledges and understands that the SHARES securities constitute "“restricted securities" ” under the SECURITIES ACT Securities Act and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT Securities Act or an exemption from such registration is available. The PURCHASER Optionee further acknowledges and understands that the CORPORATION Company is under no obligation to register the SHARESsecurities. The PURCHASER Optionee understands that the certificate evidencing the SHARES securities will be imprinted with a legend which prohibits the transfer of the SHARES securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONCompany and any other legend required under applicable state securities laws. d. The PURCHASER (d) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACTSecurities Act, which, in substance, permit limited public resale of "“restricted securities" acquired ” acquired, directly or indirectly, from the issuer thereof, in a non-public offering, offering subject to the satisfaction of certain conditions. The PURCHASER understands Rule 701 provides that if the issuer qualifies under Rule 701 at the time of exercise of the Option by the Optionee, such exercise will be exempt from registration under the Securities Act. In the event the Company later becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ninety (90) days thereafter the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including among other things: (1) the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as such term is defined under the Exchange Act); and, in the case of an affiliate, (2) the availability of certain public information about the Company, and the amount of securities being sold during any three-month period not exceeding the limitations specified in Rule 144(e), if applicable. Notwithstanding this paragraph 4(i)(d), the Optionee acknowledges and agrees to the restrictions set forth in paragraph 4(ii) below. In the event that the CORPORATION Company does not qualify under Rule 701 at the time of exercise of the Option, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among other things: (1) the availability of certain public information about the Company; (2) the resale occurring not be satisfyingearlier than the time period prescribed by Rule 144 after the party has purchased, and is not obligated to satisfymade full payment for, any requirement within the meaning of Rule 144 at 144, the securities to be sold; and (3) in the case of an affiliate, or of a non-affiliate who has held the securities less than the time period prescribed by Rule 144, the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as such time as term is defined under the PURCHASER might wish to sell Exchange Act) and the amount of securities being sold during any three month period not exceeding the specified limitations stated therein, if applicable. (ii) Optionee agrees, in connection with an underwritten public offering of the SHARESCompany’s securities, and(1) not to sell, if somake short sale of, loan, grant any options for the PURCHASER might be precluded from selling purchase of, or otherwise dispose of any shares of Common Stock of the SHARES under Rule 144. e. The PURCHASER is a resident Company held by Optionee (other than those shares included in the registration) without the prior written consent of the state underwriters managing such underwritten public offering of Californiathe Company’s securities for a period of one hundred eighty (180) days from the effective date of such registration (the “Lock Up Period”), and (2) further agrees to execute any agreement reflecting clause (1) above, or extending the Lock Up Period, as may be requested by the underwriters at the time of the public offering.

Investment Representations; Restrictions on Transfer. The PURCHASER represents and warrants to the CORPORATION that: a. The PURCHASER is aware of the CORPORATION's business affairs and financial condition and has acquired sufficient information about the CORPORATION to reach an informed and knowledgeable decision to acquire the SHARES. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER is purchasing the SHARES for investment for the PURCHASER's own account only and not with a view to, or for resale in connection with, any "distribution" within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"). b. The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER acknowledges and understands that the SHARES constitute "restricted securities" under the SECURITIES ACT and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT or an exemption from such registration is available. The PURCHASER further acknowledges and understands that the CORPORATION is under no obligation to register the SHARES. The PURCHASER understands that the certificate evidencing the SHARES will be imprinted with a legend which prohibits the transfer of the SHARES unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATION. d. The PURCHASER is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACT, which, in substance, permit limited public resale of "restricted securities" acquired in a non-public offering, subject to the satisfaction of certain conditions. The PURCHASER understands that the CORPORATION may not be satisfying, and is not obligated to satisfy, any requirement of Rule 144 at such time as the PURCHASER might wish to sell any of the SHARES, and, if so, the PURCHASER might be precluded from selling any of the SHARES under Rule 144. e. The PURCHASER is a resident of the state of CaliforniaNew York.

Investment Representations; Restrictions on Transfer. The PURCHASER (a) In connection with the purchase of the Shares, the Purchaser represents and warrants to the CORPORATION thatCompany the following: a. (i) The PURCHASER Purchaser is aware of the CORPORATIONCompany's business affairs and financial condition and has acquired sufficient information about the CORPORATION Company to reach an informed and knowledgeable decision to acquire the SHARESShares. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER Purchaser is purchasing the SHARES these Shares for investment for the PURCHASERPurchaser's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"). b. (ii) The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER Purchaser acknowledges and understands that the SHARES Shares constitute "restricted securities" under the SECURITIES ACT Securities Act and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT Securities Act or an exemption from such registration is available. The PURCHASER Purchaser further acknowledges and understands that the CORPORATION Company is under no obligation to register the SHARESShares. The PURCHASER Purchaser understands that the certificate evidencing the SHARES Shares will be imprinted with a legend which prohibits the transfer of the SHARES Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONCompany. d. (iii) The PURCHASER Purchaser is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACTSecurities Act, which, in substance, permit limited public resale of "restricted securities" acquired acquired, directly or indirectly, from the issuer thereof, in a non-public offering, offering subject to the satisfaction of certain conditions. The PURCHASER understands Rule 701 provides that if the CORPORATION may not be satisfying, and is not obligated to satisfy, any requirement issuer qualifies under Rule 701 at the time of Rule 144 at such time as the PURCHASER might wish to sell any issuance of the SHARESsecurities to the Purchaser, and, if so, such issuance will be exempt from registration under the PURCHASER might be precluded from selling any Securities Act. In the event the Company later becomes subject to the reporting requirements of Section 13 or 15(d) of the SHARES Securities Exchange Act of 1934, ninety (90) days thereafter the securities exempt under Rule 144. e. The PURCHASER is a resident 701 may be resold, subject to the satisfaction of certain of the state of California.conditions specified by Rule 144, including among other things: (1) the sale being made through a broker in an unsolicited "broker's transaction" or

Investment Representations; Restrictions on Transfer. The PURCHASER (i) By receipt of this Option, by its execution and by its exercise in whole or in part, Optionee represents and warrants to the CORPORATION thatCompany the following: a. The PURCHASER (a) Optionee understands that this Option and any Shares purchased upon its exercise are securities, the issuance of which requires compliance with federal and state securities laws. (b) Optionee is aware of the CORPORATIONCompany's business affairs and financial condition and has acquired sufficient information about the CORPORATION Company to reach an informed and knowledgeable decision to acquire the SHARESsecurities. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER Optionee is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER is purchasing the SHARES acquiring these securities for investment for the PURCHASEROptionee's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"). b. The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER (c) Optionee acknowledges and understands that the SHARES securities constitute "restricted securities" under the SECURITIES ACT Securities Act and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT Securities Act or an exemption from such registration is available. The PURCHASER Optionee further acknowledges and understands that the CORPORATION Company is under no obligation to register the SHARESsecurities. The PURCHASER Optionee understands that the certificate evidencing the SHARES securities will be imprinted with a legend which prohibits the transfer of the SHARES securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONCompany and any other legend required under applicable state securities laws. d. The PURCHASER (d) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACTSecurities Act, which, in substance, permit limited public resale of "restricted securities" acquired acquired, directly or indirectly, from the issuer thereof, in a non-public offering, offering subject to the satisfaction of certain conditions. The PURCHASER understands Rule 701 provides that if the issuer qualifies under Rule 701 at the time of exercise of the Option by the Optionee, such exercise will be exempt from registration under the Securities Act. In the event the Company later becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including among other things: (1) the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, and the amount of securities being sold during any three-month period not exceeding the limitations specified in Rule 144(e), if applicable. Notwithstanding this paragraph 4(i)(d), the Optionee acknowledges and agrees to the restrictions set forth in paragraph 4(ii) below. In the event that the CORPORATION Company does not qualify under Rule 701 at the time of exercise of the Option, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among other things: (1) the availability of certain public information about the Company; (2) the resale occurring not be satisfyingearlier than the time period prescribed by Rule 144 after the party has purchased, and is not obligated to satisfymade full payment for, any requirement within the meaning of Rule 144 at such 144, the securities to be sold; and (3) in the case of an affiliate, or of a non-affiliate who has held the securities less than the time period prescribed by Rule 144, the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the PURCHASER might wish to sell Securities Exchange Act of 1934) and the amount of securities being sold during any three month period not exceeding the specified limitations stated therein, if applicable. (ii) Optionee agrees, in connection with an underwritten public offering of the SHARESCompany's securities, and(1) not to sell, if somake short sale of, loan, grant any options for the PURCHASER might be precluded from selling purchase of, or otherwise dispose of any shares of Common Stock of the SHARES under Rule 144. e. The PURCHASER is a resident Company held by Optionee (other than those shares included in the registration) without the prior written consent of the state underwriters managing such underwritten public offering of Californiathe Company's securities for a period of one hundred eighty (180) days from the effective date of such registration (the "Lock Up Period"), and (2) further agrees to execute any agreement reflecting clause (1) above, or extending the Lock Up Period, as may be requested by the underwriters at the time of the public offering.

Investment Representations; Restrictions on Transfer. The PURCHASER By receipt of this Option, by its execution, and by its exercise in whole or in part, Optionee represents and warrants to the CORPORATION thatCompany the following: a. The PURCHASER A. Optionee understands that this Option and any Shares purchased upon its exercise are securities, the issuance of which requires compliance with federal and state securities laws. B. Optionee is aware of the CORPORATIONCompany's business affairs and financial condition and has acquired sufficient information about the CORPORATION Company to reach an informed and knowledgeable decision to acquire the SHARESsecurities. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER Optionee is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER is purchasing the SHARES acquiring these securities for investment for the PURCHASEROptionee's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"). b. The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER C. Optionee acknowledges and understands that the SHARES securities constitute "restricted securities" under the SECURITIES ACT Securities Act and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT Securities Act or an exemption from such registration is available. The PURCHASER Optionee further acknowledges and understands that the CORPORATION Company is under no obligation to register the SHARESsecurities. The PURCHASER Optionee understands that the certificate evidencing the SHARES securities will be imprinted with a legend which prohibits the transfer of the SHARES securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONCompany, and any other legend required under applicable state securities laws. d. The PURCHASER D. Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACTSecurities Act, which, in substance, permit limited public resale of "restricted securities" acquired acquired, directly or indirectly, from the issuer thereof, in a non-public offering, offering subject to the satisfaction of certain conditions. The PURCHASER understands Rule 701 provides that if the issuer qualifies under Rule 701 at the time of exercise of the Option by the Optionee, such exercise will be exempt from registration under the Securities Act. In the event the Company later becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain conditions specified by Rule 144, including among other things: (i) the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (ii) the availability of certain public information about the Company, and the amount of securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), if applicable. Notwithstanding this Section 4.D, the Optionee acknowledges and agrees to the restrictions set forth in Section 4.E. In the event that the CORPORATION Company does not qualify under Rule 701 at the time of exercise of the Option, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among other things: (i) the availability of certain public information about the Company; (ii) the resale occurring not be satisfyingless than two years after the party has purchased, and is not obligated to satisfymade full payment for, any requirement within the meaning of Rule 144 at such time 144, the securities to be sold; and (iii) in the case of an affiliate, or of a non-affiliate who has held the securities less than three years, the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the PURCHASER might wish to sell Securities Exchange Act of 1934) and the amount of securities being sold during any three month period not exceeding the specified limitations stated therein, if applicable. E. In the event of the SHARESCompany's subsequent underwritten public offering of the Company's securities, Optionee agrees: i. not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock of the Company held by Optionee (except traded shares Optionee purchased in the open market and those shares included in the registration) without the prior written consent of the Company or the underwriters managing such underwritten public offering of the Company's securities for one hundred eighty (180) days from the effective date of such registration, and, if so, ii. to execute any agreement reflecting Section 4.E.i above as may be requested by the PURCHASER might be precluded from selling any underwriters at the time of the SHARES under Rule 144public offering. e. The PURCHASER is a resident of the state of California.

Investment Representations; Restrictions on Transfer. The PURCHASER By receipt of this Option, by its execution and by its exercise in whole or in part, Optionee represents and warrants to the CORPORATION thatCompany the following: a. The PURCHASER (a) Optionee understands that this Option and any Shares purchased upon its exercise are securities, the issuance of which requires compliance with federal and state securities laws. (b) Optionee is aware of the CORPORATIONCompany's business affairs and financial condition and has acquired sufficient information about the CORPORATION Company to reach an informed and knowledgeable decision to acquire the SHARESsecurities. The PURCHASER has received all information from the CORPORATION which the PURCHASER has requested and deems relevant to an evaluation of the risks and merits of this investment. The PURCHASER has such knowledge and experience in financial and business matters that the PURCHASER Optionee is capable of evaluating the merits and risks of investment in the SHARES. The PURCHASER is purchasing the SHARES acquiring these securities for investment for the PURCHASEROptionee's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"). b. The PURCHASER understands that an investment in the CORPORATION is speculative, that any possible benefits from the investment are uncertain, and that the PURCHASER must bear the economic risks of the investment in the CORPORATION for an indefinite period of time. The PURCHASER is able to bear these economic risks and to hold the SHARES for an indefinite period of time. c. The PURCHASER (c) Optionee acknowledges and understands that the SHARES securities constitute "restricted securities" under the SECURITIES ACT Securities Act and must be held indefinitely unless they are subsequently registered under the SECURITIES ACT Securities Act or an exemption from such registration is available. The PURCHASER Optionee further acknowledges and understands that the CORPORATION Company is under no obligation to register the SHARESsecurities. The PURCHASER Optionee understands that the certificate evidencing the SHARES securities will be imprinted with a legend which prohibits the transfer of the SHARES securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the CORPORATIONCompany and any other legend required under applicable state securities laws. d. The PURCHASER (d) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the SECURITIES ACTSecurities Act, which, in substance, permit limited public resale of "restricted securities" acquired acquired, directly or indirectly, from the issuer thereof, in a non-public offering, offering subject to the satisfaction of certain conditions. The PURCHASER understands Rule 701 provides that if the issuer qualifies under Rule 701 at the time of exercise of the Option by the Optionee, such exercise will (1) the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, and the amount of securities being sold during any three-month period not exceeding the limitations specified in Rule 144(e), if applicable. In the event that the CORPORATION Company does not qualify under Rule 701 at the time of exercise of the Option, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among other things: (1) the availability of certain public information about the Company; (2) the resale occurring not be satisfyingless than two years after the party has purchased, and is not obligated to satisfymade full payment for, any requirement within the meaning of Rule 144 at such time 144, the securities to be sold; and (3) in the case of an affiliate, or of a non-affiliate who has held the securities less than three years, the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the PURCHASER might wish to sell Securities Exchange Act of 1934) and the amount of securities being sold during any of three month period not exceeding the SHARES, andspecified limitations stated therein, if so, the PURCHASER might be precluded from selling any of the SHARES under Rule 144applicable. e. The PURCHASER is a resident of the state of California.