Common use of R E C I T A L S Clause in Contracts

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the The Company may from time to time will consider need to address the possibility of an acquisition by another company transaction or other change of controlcontrol event. The Board of Directors of the Company (the "Board") recognizes that such consideration events can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company, although no such Change is now contemplated.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the "“Board"”) recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of controlcontrol as a means of enhancing stockholder value. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee Officer and can cause the Employee Officer to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stockholders to assure that the Company will have the continued dedication and objectivity of the EmployeeOfficer, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the The Company may from time to time will consider need to address the possibility of an acquisition by another company transaction or other change of controlcontrol event. The Board of Directors of the Company (the "Board") recognizes that such consideration events can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 6 below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the "“Board"”) recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of controlcontrol as a means of enhancing stockholder value. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee Officer and can cause the Employee Officer to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stock- holders to assure that the Company will have the continued dedication and objectivity of the EmployeeOfficer, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of controlcontrol as a means of enhancing stockholder value. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the "“Board"”) recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change Change of controlControl. The Board of Directors of the Company (the "BoardBOARD") recognizes that such consideration can be a distraction to the Employee Affiliate and can cause the Employee Affiliate to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stockholders to assure that the Company will have the continued dedication and objectivity of the EmployeeAffiliate, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the "“Board"”) recognizes that such consideration can be a distraction to the Employee Executive and can cause the Employee Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of the EmployeeExecutive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change Change of controlControl. The Board of Directors of the Company (the "BoardBOARD") recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of controlcontrol as a means of enhancing stockholder value. The Board of Directors of the Company (the "“Board"”) recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee Executive and can cause the Employee Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of the EmployeeExecutive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change change of Control control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the "“Board"”) recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined belowherein) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company may from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its the Company's shareholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors Managers of the Company (the "“Board"”) recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders securityholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

R E C I T A L S. A. It is expected that the Company from time to time will consider the possibility of an acquisition by or of another company or other change of control. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.