Common use of Representations of the Employee Clause in Contracts

Representations of the Employee. The Employee represents and warrants to the Company as follows: (a) The Employee understands that the Stock Units and the shares of Common Stock to be acquired thereunder have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Act”), or the securities laws of any state by reason of a specific exemption from the registration provisions of the Act and the applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Employee’s representations as expressed herein. (b) The Employee acknowledges and understands that the shares of Common Stock to be acquired by the Employee pursuant to this Agreement are being acquired for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of the shares of Common Stock for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing such shares of Common Stock made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the Securities and Exchange Commission thereunder, and applicable state securities laws. The Company has no obligation or intention to register such shares of Common Stock for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of such Shares or compliance with Regulation A or some other exemption under the Act. (c) The Employee is aware that the shares of Common Stock to be acquired pursuant to this Agreement are and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act. The Employee acknowledges that such shares must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. The Employee is aware of the provisions of Rule 144 promulgated under the Act which permit investors who have satisfied a certain holding period to resell under certain conditions such securities or a portion of such securities. The Employee acknowledges that the Employee is not relying on the Company in any way to satisfy the conditions precedent for resale of such shares pursuant to Rule 144 under the Act. (d) The Employee understands that any and all certificates representing the shares of Common Stock to be acquired pursuant to this Agreement and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend, or one substantially similar thereto, which the Employee has read and understands: “The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Securities Act of 1933 to the satisfaction of the issuer of the stock, in its sole discretion, which may require a written opinion of legal counsel satisfactory to the issuer of the stock that removal of this restrictive legend is in all manner proper and in compliance with the requirements of the Act.”

Representations of the Employee. The Employee represents and warrants to the Company as follows: (a) The Employee understands that the Stock Units and the shares of Common Stock to be acquired thereunder have not been, and will not be, registered under the Securities Act of 1933, as amended (the “"Act”"), or the securities laws of any state by reason of a specific exemption from the registration provisions of the Act and the applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Employee’s 's representations as expressed herein. (b) The Employee acknowledges and understands that the shares of Common Stock to be acquired by the Employee pursuant to this Agreement are being acquired for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of the shares of Common Stock for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing such shares of Common Stock made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the Securities and Exchange Commission thereunder, and applicable state securities laws. The Company has no obligation or intention to register such shares of Common Stock for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of such Shares or compliance with Regulation A or some other exemption under the Act. (c) The Employee is aware that the shares of Common Stock to be acquired pursuant to this Agreement are and will be, when issued, “"restricted securities” " as that term is defined in Rule 144 of the general rules and regulations under the Act. The Employee acknowledges that such shares must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. The Employee is aware of the provisions of Rule 144 promulgated under the Act which permit investors who have satisfied a certain holding period to resell under certain conditions such securities or a portion of such securities. The Employee acknowledges that the Employee is not relying on the Company in any way to satisfy the conditions precedent for resale of such shares pursuant to Rule 144 under the Act. (d) The Employee understands that any and all certificates representing the shares of Common Stock to be acquired pursuant to this Agreement and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend, or one substantially similar thereto, which the Employee has read and understands: “"The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Securities Act of 1933 to the satisfaction of the issuer of the stock, in its sole discretion, which may require a written opinion of legal counsel satisfactory to the issuer of the stock that removal of this restrictive legend is in all manner proper and in compliance with the requirements of the Act.”"

Representations of the Employee. The Employee represents and warrants to the Company as follows: that: (a) The the Employee understands that (i) the Stock Units offer and the sale of shares of Class B Common Stock to be acquired thereunder in accordance with this Agreement have not been, been and will not be, be registered under the Securities Act Act, and it is the intention of 1933, as amended (the “Act”), or parties hereto that the offer and sale of the securities laws of any state by reason of a specific exemption be exempt from the registration provisions of under the Act and the applicable state securities lawsrules promulgated thereunder by the Securities and Exchange Commission; (ii) the shares of Class B Common Stock being acquired hereunder cannot be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of unless they are registered under the availability Act or an exemption from registration is available; and (iii) the purchase of which depends upon, among Class B Common Stock hereunder does not entitle the Employee to participate in any other things, the bona fide nature equity program of the investment intent and the accuracy of the Employee’s representations as expressed herein. Company, whether now existing or hereafter established; (b) The the Employee acknowledges and understands that is acquiring the shares of Class B Common Stock to be acquired by the Employee pursuant to this Agreement are being acquired hereunder for investment purposes for the Employee's own account and not with a view to the distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of the shares of Common Stock for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing such shares of Common Stock made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the Securities and Exchange Commission thereunder, and applicable state securities laws. The Company has no obligation or intention to register such shares of Common Stock for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of such Shares or compliance with Regulation A or some other exemption under the Act. thereof; (c) The the Employee will not, directly or indirectly, sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B Common Stock being acquired hereunder except in accordance with this Agreement; (d) the Employee has, or the Employee together with the Employee's advisers, if any, have, such knowledge and experience in financial and business matters that the Employee is, or the Employee together with the Employee's advisers, if any, are, and will be capable of evaluating the merits and risks relating to the Employee's purchase of shares of Class B Common Stock under this Agreement; (e) the Employee has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives of the Company concerning the Company and the Employee's investment in the Class B Common Stock; (f) the Employee's decision to invest in the Company has been based upon independent investigations made by the Employee and the Employee's advisers, if any; (g) the Employee is aware that able to bear the shares economic risk of a total loss of the Employee's investment in the Company; (h) the Employee has adequate means of providing for the Employee's current needs and foreseeable personal contingencies and has no need for the Employee's investment in the Class B Common Stock to be acquired pursuant to this Agreement are liquid; and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act. The Employee acknowledges that such shares must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. The Employee is aware of the provisions of Rule 144 promulgated under the Act which permit investors who have satisfied a certain holding period to resell under certain conditions such securities or a portion of such securities. The Employee acknowledges that (i) the Employee is not relying on an "accredited investor" within the Company in any way to satisfy the conditions precedent for resale meaning of such shares pursuant to either Rule 144 under the Act. 501(a)(5) or (da)(6) The Employee understands that any and all certificates representing the shares of Common Stock to be acquired pursuant to this Agreement and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend, or one substantially similar thereto, which the Employee has read and understands: “The shares of stock represented by this certificate have not been registered promulgated under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Securities Act of 1933 to the satisfaction of the issuer of the stock, in its sole discretion, which may require a written opinion of legal counsel satisfactory to the issuer of the stock that removal of this restrictive legend is in all manner proper and in compliance with the requirements of the Act.”

Representations of the Employee. The Employee represents and warrants to the Company as follows: that: (a) The the Employee understands that (i) the offer and sale of shares of Common Stock Units in accordance with this Agreement have not been and will not be registered under the Act, and it is the intention of the parties hereto that the offer and sale of the securities be exempt from registration under the Act and the rules promulgated thereunder by the Securities and Exchange Commission; (ii) the shares of Common Stock to being acquired hereunder cannot be acquired thereunder have not beensold, and will not betransferred, assigned, exchanged, pledged, encumbered or otherwise disposed of unless they are registered under the Securities Act of 1933, as amended (the “Act”), or the securities laws of any state by reason of a specific an exemption from registration is available; and (iii) the registration provisions purchase of Common Stock hereunder does not entitle the Employee to participate in any other equity program of the Act and the applicable state securities lawsCompany, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Employee’s representations as expressed herein. whether now existing or hereafter established; (b) The the Employee acknowledges and understands that is acquiring the shares of Common Stock to be acquired by the Employee pursuant to this Agreement are being acquired hereunder for investment purposes for the Employee's own account and not with a view to the distribution thereof; (c) the Employee will not, directly or resaleindirectly, nor with the intention of sellingsell, transferring transfer, assign, exchange, pledge, encumber or otherwise disposing dispose of all or any part of the shares of Common Stock for any particular pricebeing acquired hereunder except in accordance with this Agreement; (d) the Employee has, or at any particular timethe Employee together with the Employee's advisers, if any, have, such knowledge and experience in financial and business matters that the Employee is, or upon the happening Employee together with the Employee's advisers, if any, are, and will be capable of any particular event or circumstances, except selling, transferring, or disposing such evaluating the merits and risks relating to the Employee's purchase of shares of Common Stock made in full compliance with all applicable provisions under this Agreement; (e) the Employee has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives of the Act, Company concerning the rules Company and regulations promulgated the Employee's investment in the Common Stock; (f) the Employee's decision to invest in the Company has been based upon independent investigations made by the Securities Employee and Exchange Commission thereunderthe Employee's advisers, if any; (g) the Employee is able to bear the economic risk of a total loss of the Employee's investment in the Company; and applicable state securities laws. The Company (h) the Employee has adequate means of providing for the Employee's current needs and foreseeable personal contingencies and has no obligation or intention to register such shares of Common Stock need for resale at this time, nor has the Company made any representations, warranties, or covenants regarding Employee's investment in the registration of such Shares or compliance with Regulation A or some other exemption under the Act. (c) The Employee is aware that the shares of Common Stock to be acquired pursuant to this Agreement are and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act. The Employee acknowledges that such shares must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. The Employee is aware of the provisions of Rule 144 promulgated under the Act which permit investors who have satisfied a certain holding period to resell under certain conditions such securities or a portion of such securities. The Employee acknowledges that the Employee is not relying on the Company in any way to satisfy the conditions precedent for resale of such shares pursuant to Rule 144 under the Actliquid. (d) The Employee understands that any and all certificates representing the shares of Common Stock to be acquired pursuant to this Agreement and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend, or one substantially similar thereto, which the Employee has read and understands: “The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Securities Act of 1933 to the satisfaction of the issuer of the stock, in its sole discretion, which may require a written opinion of legal counsel satisfactory to the issuer of the stock that removal of this restrictive legend is in all manner proper and in compliance with the requirements of the Act.”

Representations of the Employee. The Employee represents represents, agrees and warrants to the Company as follows------------------------------- certifies that: (a) The If the Employee understands that the Stock Units and the shares of Common Stock to be acquired thereunder have exercises this option in whole or in part at a time when there is not been, and will not be, registered in effect under the Securities Act of 1933, as amended (the “"Act”"), or a registration statement relating to the securities laws shares issuable upon exercise hereof and available for delivery to him a prospectus meeting the requirements of any state by reason of a specific exemption from the registration provisions Section 10 a) 3) of the Act and the applicable state securities lawsAct, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Employee’s representations as expressed herein. (b) The Employee acknowledges and understands that will acquire the shares issuable upon such exercise for the purpose of Common Stock to be acquired by the Employee pursuant to this Agreement are being acquired for investment purposes and not with a view to their resale or distribution or resaleand upon each such exercise of this option the Employee will furnish to the Company a written statement to such effect, nor with satisfactory in form and substance to the intention Company and its counsel; b) If and when the Employee proposes to offer to sell shares which are issued to the Employee upon exercise of selling, transferring or otherwise disposing this option at a time when there is not in effect under the Act a registration statement relating to the resale of all or any part of the shares of Common Stock for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing such shares and available for delivery a prospectus meeting the requirements of Common Stock made in full compliance with all applicable provisions Section 10 a) 3) of the Act, or if the rules Employee is then an officer, director or holder of 10% or more of the stock of the Company, the Employee will notify the Company prior to any such offering or sale and regulations promulgated will abide by the opinion of counsel of the Company as to whether and under what conditions and circumstances, if any, he may offer and sell such shares; and c) No shares may be acquired hereunder pursuant to exercise of the option granted hereby unless and until any then applicable requirements of the Securities and Exchange Commission thereunderCommission, the California Department of Corporations, other regulatory agencies, including any other state securities law commissioners, having jurisdiction over the Company or such issuance, and applicable state securities lawsany exchanges upon which Common Stock of the Company may be listed shall have been fully satisfied. The Company has no obligation or intention to register such shares of Common Stock for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of such Shares or compliance with Regulation A or some other exemption under the Act. (c) The Employee is aware understands that the certificate or certificates representing the shares of Common Stock to be acquired pursuant to this Agreement are option may bear a legend referring to the foregoing matters and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act. The Employee acknowledges that such shares must be held indefinitely unless subsequently registered any limitations under the Act and state securities laws with respect to the transfer of such shares, and the Company may impose stop transfer instructions to implement such limitations, if applicable. Any person or unless an exemption from such registration is available. The Employee is aware of persons entitled to exercise this option under the provisions of Rule 144 promulgated Sections 4 or 5 above shall be bound by and obligated under the Act which permit investors who have satisfied a certain holding period to resell under certain conditions such securities or a portion of such securities. The Employee acknowledges that the Employee is not relying on the Company in any way to satisfy the conditions precedent for resale of such shares pursuant to Rule 144 under the Act. (d) The Employee understands that any and all certificates representing the shares of Common Stock to be acquired pursuant to this Agreement and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend, or one substantially similar thereto, which the Employee has read and understands: “The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Securities Act of 1933 this Section 9 to the satisfaction of same extent as if the issuer of the stock, in its sole discretion, which may require a written opinion of legal counsel satisfactory to the issuer of the stock that removal of this restrictive legend is in all manner proper and in compliance with the requirements of the ActEmployee.”

Representations of the Employee. The Employee represents and warrants to the Company as follows: that: (a) The the Employee understands that (i) the offer and sale of shares of Common Stock Units in accordance with this Agreement have not been and will not be registered under the Act, and it is the intention of the parties hereto that the offer and sale of the securities be exempt from registration under the Act and the rules promulgated thereunder by the Securities and Exchange Commission; (ii) the shares of Common Stock to being acquired hereunder cannot be acquired thereunder have not beensold, and will not betransferred, assigned, exchanged, pledged, encumbered or otherwise disposed of unless they are registered under the Securities Act of 1933, as amended (the “Act”), or the securities laws of any state by reason of a specific an exemption from registration is available; and (iii) the registration provisions acquisition of Common Stock hereunder does not entitle the Employee to participate in any other equity program of the Act and the applicable state securities lawsCompany, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Employee’s representations as expressed herein. whether now existing or hereafter established; (b) The the Employee acknowledges and understands that is acquiring the shares of Common Stock to be acquired by the Employee pursuant to this Agreement are being acquired hereunder for investment purposes for the Employee's own account and not with a view to the distribution thereof; (c) the Employee will not, directly or resaleindirectly, nor with the intention of sellingsell, transferring transfer, assign, exchange, pledge, encumber or otherwise disposing dispose of all or any part of the shares of Common Stock for any particular pricebeing acquired hereunder except in accordance with this Agreement; (d) the Employee has, or at any particular timethe Employee together with the Employee's advisers, if any, have, such knowledge and experience in financial and business matters that the Employee is, or upon the happening Employee together with the Employee's advisers, if any, are, and will be capable of any particular event or circumstances, except selling, transferring, or disposing such evaluating the merits and risks relating to the Employee's acquisition of shares of Common Stock made in full compliance with all applicable provisions under this Agreement; (e) the Employee has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives of the Act, Company concerning the rules Company and regulations promulgated the Employee's investment in the Common Stock; (f) the Employee's decision to invest in the Company has been based upon independent investigations made by the Securities Employee and Exchange Commission thereunderthe Employee's advisers, if any; (g) the Employee is able to bear the economic risk of a total loss of the Employee's investment in the Company; and applicable state securities laws. The Company (h) the Employee has adequate means of providing for the Employee's current needs and foreseeable personal contingencies and has no obligation or intention to register such shares of Common Stock need for resale at this time, nor has the Company made any representations, warranties, or covenants regarding Employee's investment in the registration of such Shares or compliance with Regulation A or some other exemption under the Act. (c) The Employee is aware that the shares of Common Stock to be acquired pursuant to this Agreement are and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act. The Employee acknowledges that such shares must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. The Employee is aware of the provisions of Rule 144 promulgated under the Act which permit investors who have satisfied a certain holding period to resell under certain conditions such securities or a portion of such securities. The Employee acknowledges that the Employee is not relying on the Company in any way to satisfy the conditions precedent for resale of such shares pursuant to Rule 144 under the Actliquid. (d) The Employee understands that any and all certificates representing the shares of Common Stock to be acquired pursuant to this Agreement and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend, or one substantially similar thereto, which the Employee has read and understands: “The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Securities Act of 1933 to the satisfaction of the issuer of the stock, in its sole discretion, which may require a written opinion of legal counsel satisfactory to the issuer of the stock that removal of this restrictive legend is in all manner proper and in compliance with the requirements of the Act.”

Representations of the Employee. The Employee represents and warrants to the Company as follows: that: (a) The the Employee understands that (i) the Stock Units offer and the sale of shares of Class C Common Stock to be acquired thereunder in accordance with this Agreement have not been, been and will not be, be registered under the Securities Act Act, and it is the intention of 1933, as amended (the “Act”), or parties hereto that the offer and sale of the securities laws of any state by reason of a specific exemption be exempt from the registration provisions of under the Act and the applicable state securities lawsrules promulgated thereunder by the Securities and Exchange Commission; (ii) the shares of Class C Common Stock being acquired hereunder cannot be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of unless they are registered under the availability Act or an exemption from registration is available; and (iii) the acquisition of which depends upon, among Class C Common Stock hereunder does not entitle the Employee to participate in any other things, the bona fide nature equity program of the investment intent and the accuracy of the Employee’s representations as expressed herein. Company, whether now existing or hereafter established; (b) The the Employee acknowledges and understands that is acquiring the shares of Class C Common Stock to be acquired by the Employee pursuant to this Agreement are being acquired hereunder for investment purposes for the Employee's own account and not with a view to the distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of the shares of Common Stock for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing such shares of Common Stock made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the Securities and Exchange Commission thereunder, and applicable state securities laws. The Company has no obligation or intention to register such shares of Common Stock for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of such Shares or compliance with Regulation A or some other exemption under the Act. thereof; (c) The the Employee will not, directly or indirectly, sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class C Common Stock being acquired hereunder except in accordance with this Agreement; (d) the Employee has, or the Employee together with the Employee's advisers, if any, have, such knowledge and experience in financial and business matters that the Employee is, or the Employee together with the Employee's advisers, if any, are, and will be capable of evaluating the merits and risks relating to the Employee's acquisition of shares of Class C Common Stock under this Agreement; (e) the Employee has been given the opportunity to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives of the Company concerning the Company and the Employee's investment in the Class C Common Stock; (f) the Employee's decision to invest in the Company has been based upon independent investigations made by the Employee and the Employee's advisers, if any; (g) the Employee is aware that able to bear the shares economic risk of a total loss of the Employee's investment in the Company; and (h) the Employee has adequate means of providing for the Employee's current needs and foreseeable personal contingencies and has no need for the Employee's investment in the Class C Common Stock to be acquired pursuant to this Agreement are and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act. The Employee acknowledges that such shares must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. The Employee is aware of the provisions of Rule 144 promulgated under the Act which permit investors who have satisfied a certain holding period to resell under certain conditions such securities or a portion of such securities. The Employee acknowledges that the Employee is not relying on the Company in any way to satisfy the conditions precedent for resale of such shares pursuant to Rule 144 under the Actliquid. (d) The Employee understands that any and all certificates representing the shares of Common Stock to be acquired pursuant to this Agreement and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend, or one substantially similar thereto, which the Employee has read and understands: “The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Securities Act of 1933 to the satisfaction of the issuer of the stock, in its sole discretion, which may require a written opinion of legal counsel satisfactory to the issuer of the stock that removal of this restrictive legend is in all manner proper and in compliance with the requirements of the Act.”