Common use of Restrictions on Transfer of Option Shares Clause in Contracts

Restrictions on Transfer of Option Shares. Unless and until the Option Shares shall have been registered under the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, Employee shall not sell, transfer or otherwise dispose of any Option Shares or any interest therein unless and until the Option Shares have been so registered or Employee shall have delivered or cause to be delivered to the Company an opinion of counsel (with the identity of such counsel and the substance of such opinion satisfactory to the Company) to the effect that such intended sale, transfer or disposition does not violate the provisions of the Securities Act or any applicable state securities laws. Without limiting the foregoing, if a registration with respect to the Option Shares is not in effect under the Securities Act, Employee further agrees that the Company shall have the right to require, as a condition to the exercise of the Option, that the Employee represent to the Company in writing that the Option Shares to be received upon exercise of the Option will be acquired by Employee for investment and not with a view to distribution. Upon exercise of any Options: (a) If Employee is subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), Employee shall timely furnish to the Company a copy of each Form 3, Form 4 or Form 5 required to be filed by Employee with the Securities and Exchange Commission (the "SEC") and will timely file with the SEC all reports required to be file by Employee; (b) Employee shall thereafter report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. Unless and until the Option Shares are registered under the Securities Act and applicable state securities laws, certificates representing any Option Shares may be imprinted with legend conditions reflecting federal and state securities laws restrictions and conditions and the Company may comply therewith by issuing "stop transfer" instructions to its transfer agents and registrars without liability.

Restrictions on Transfer of Option Shares. Unless and until Neither the Option Shares shall have been registered under nor any interest in them may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with the applicable provisions terms, conditions and restrictions as set forth in the Bye-Laws of the Securities Act of 1933Company, as amended (the "Securities Act"), applicable United States federal and any applicable state securities laws, Employee shall not sell, transfer laws or otherwise dispose any other applicable laws or regulations and the terms and conditions of any this Agreement. Each certificate for Option Shares or any interest therein unless and until the Option Shares have been so registered or Employee shall have delivered or cause to be delivered to the Company an opinion of counsel (with the identity of such counsel and the substance of such opinion satisfactory to the Company) to the effect that such intended sale, transfer or disposition does not violate the provisions of the Securities Act or any applicable state securities laws. Without limiting the foregoing, if a registration with respect to the Option Shares is not in effect under the Securities Act, Employee further agrees that the Company shall have the right to require, as a condition to the upon exercise of the Option, that unless at the Employee represent to the Company in writing that the Option Shares to be received upon time of exercise of the Option will be acquired by Employee for investment and not with a view to distribution. Upon exercise of any Options: (a) If Employee is subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), Employee shall timely furnish to the Company a copy of each Form 3, Form 4 or Form 5 required to be filed by Employee with the Securities and Exchange Commission (the "SEC") and will timely file with the SEC all reports required to be file by Employee; (b) Employee shall thereafter report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. Unless and until the such Option Shares are registered under the Securities Act and applicable state securities lawsof 1933, certificates representing any Option Shares may be imprinted with shall bear the following legend conditions reflecting federal and state securities laws restrictions and conditions and or such other legend as the Company may comply therewith reasonably deems appropriate: "These securities have not been registered under the United States Securities Act of 1933, as amended. These securities cannot be offered, transferred or sold unless (i) a registration statement under such Act is in effect with respect to such securities or a written opinion from counsel reasonably acceptable to Axis Specialty Limited (the "Company") is obtained to the effect that no such registration is required, and (ii) the transferee is approved by issuing "stop transferapplicable regulatory authorities, if such approval is required and (iii) simultaneously the appropriate number of shares of any Designated Subsidiary (as such term is defined in the Bye-Laws of the Company and only if the Board of Directors of the Company has constituted any entity a Designated Subsidiary) is offered, transferred or sold together with each share represented hereby that is proposed to be offered, transferred or sold. The Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled. Sections 68 through 70 of the Company's Bye-Laws contain other significant restrictions on transfers of shares of the Company." instructions Any certificate delivered at any time in exchange or substitution for any certificate bearing such legend or such other legend reasonably deemed appropriate by the Company shall also bear such legend unless, in the opinion of counsel for the Company, the securities represented thereby need no longer be subject to its transfer agents and registrars without liabilitythe restriction contained herein. The provisions of this Paragraph (k) shall be binding upon all subsequent holders of certificates bearing the above legend.

Restrictions on Transfer of Option Shares. Unless and until Neither the Option Shares shall have been registered under nor any interest in them may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with the applicable provisions terms, conditions and restrictions as set forth in the Bye-Laws of the Securities Act of 1933Company, as amended (the "Securities Act"), applicable United States federal and any applicable state securities laws, Employee shall not sell, transfer laws or otherwise dispose any other applicable laws or regulations and the terms and conditions of any this Agreement. Each certificate for Option Shares or any interest therein unless and until the Option Shares have been so registered or Employee shall have delivered or cause to be delivered to the Company an opinion of counsel (with the identity of such counsel and the substance of such opinion satisfactory to the Company) to the effect that such intended sale, transfer or disposition does not violate the provisions of the Securities Act or any applicable state securities laws. Without limiting the foregoing, if a registration with respect to the Option Shares is not in effect under the Securities Act, Employee further agrees that the Company shall have the right to require, as a condition to the upon exercise of the Option, that unless at the Employee represent to the Company in writing that the Option Shares to be received upon time of exercise of the Option will be acquired by Employee for investment and not with a view to distribution. Upon exercise of any Options: (a) If Employee is subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), Employee shall timely furnish to the Company a copy of each Form 3, Form 4 or Form 5 required to be filed by Employee with the Securities and Exchange Commission (the "SEC") and will timely file with the SEC all reports required to be file by Employee; (b) Employee shall thereafter report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. Unless and until the such Option Shares are registered under the Securities Act and applicable state securities lawsof 1933, certificates representing any Option Shares may be imprinted with shall bear the following legend conditions reflecting federal and state securities laws restrictions and conditions and or such other legend as the Company may comply therewith reasonably deems appropriate: "These securities have not been registered under the United States Securities Act of 1933, as amended. These securities cannot be offered, transferred or sold unless (i) a registration statement under such Act is in effect with respect to such securities or a written opinion from counsel reasonably acceptable to Atlas Specialty Limited (the "Company") is obtained to the effect that no such registration is required, and (ii) the transferee is approved by issuing "stop transferapplicable regulatory authorities, if such approval is required and (iii) simultaneously the appropriate number of shares of any Designated Subsidiary (as such term is defined in the Bye-Laws of the Company and only if the Board of Directors of the Company has constituted any entity a Designated Subsidiary) is offered, transferred or sold together with each share represented hereby that is proposed to be offered, transferred or sold. The Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled. Sections 68 through 70 of the Company's Bye-Laws contain other significant restrictions on transfers of shares of the Company." instructions Any certificate delivered at any time in exchange or substitution for any certificate bearing such legend or such other legend reasonably deemed appropriate by the Company shall also bear such legend unless, in the opinion of counsel for the Company, the securities represented thereby need no longer be subject to its transfer agents and registrars without liabilitythe restriction contained herein. The provisions of this Paragraph (n) shall be binding upon all subsequent holders of certificates bearing the above legend.

Restrictions on Transfer of Option Shares. Unless 5.1 Except as otherwise provided under section 5.3 or 7 of this Agreement or in accordance with your will or the laws of descent and distribution upon your death, until the Option Shares shall have been registered under the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, Employee shall not sell, transfer or otherwise dispose of a Liquidity Event has occurred any Option Shares or any interest therein unless and until the Option Shares have been so registered or Employee shall have delivered or cause to be delivered to the Company an opinion of counsel (with the identity of such counsel and the substance of such opinion satisfactory to the Company) to the effect that such intended sale, transfer or disposition does not violate the provisions of the Securities Act or any applicable state securities laws. Without limiting the foregoing, if a registration with respect to the Option Shares is not in effect under the Securities Act, Employee further agrees that the Company shall have the right to require, as a condition to Share acquired on the exercise of the OptionOption may not be assigned, that the Employee transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. 5.2 You hereby represent and warrant to the Company in writing that the as follows: (a) Any Option Shares to be received upon you acquire on the exercise of the your Option you will be acquired by Employee hold for your own account for investment only and not with a view to, or for resale in connection with, any “distribution” of the shares within the meaning of the Securities Act. (b) You understand that the Option Shares have not been registered under the Securities Act by reason of a specific exemption and that the Option Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or you obtain an opinion of counsel, in form and substance satisfactory to distributionthe Company and its counsel, that such registration is not required. Upon You further acknowledge and understand that the Company is under no obligation to register the Option Shares. (c) You will acquire the Option Shares subject to the Company’s By-Laws and subject to the condition that the Company may, in its discretion, impose restrictions on the sale, pledge or other transfer of the Option Shares acquired by you on exercise (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company, such restrictions are necessary or desirable to comply with the Securities Act, the securities laws of any OptionsState or any other law. (d) You are aware that any investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. 5.3 The provisions of Sections 5.1 and 5.2(b) shall not apply to the following transfers; provided, however, that no transfer of Option Shares pursuant to this Section 5.3 (other than a transfer to the Company) shall be given effect on the books of the Company unless and until the Permitted Transferee (as defined below) executes an agreement in writing with the parties hereto pursuant to which he, she, or it agrees to be bound by all of the terms and conditions of this Agreement to the same extent as the parties hereto; provided, further, that no transfer will be permitted if the Company determines that, in its sole discretion, such transfer is, or is reasonably likely to be, in violation of applicable federal or state securities laws: (a) If Employee is subject a transfer of vested Option Shares made to the reporting requirements under Section 16(a) an Affiliate of the Securities Exchange Act Company or an Affiliate of 1934 (any subsidiary of the "Exchange Act"), Employee shall timely furnish to the Company a copy of each Form 3, Form 4 or Form 5 required to be filed by Employee with the Securities and Exchange Commission (the "SEC") and will timely file with the SEC all reports required to be file by EmployeeCompany; (b) Employee shall thereafter report all sales a transfer of vested Option Shares upon your death to your executors, administrators, testamentary trustees, legatees or beneficiaries; (c) a transfer of vested Option Shares to a trust, the Company beneficiaries of which include only you and your spouse, siblings, or direct lineal ancestors or descendants; (d) a transfer of vested Option Shares made as a gift to your spouse or lineal descendants; or (e) a transfer of vested Option Shares made pursuant to a court order in writing on connection with a divorce proceeding. The transferee in each of the form prescribed from time subclauses (a) through (e) above is referred to time by herein as a “Permitted Transferee.” Notwithstanding anything to the contrary in this Agreement, no transfer made to the Company. Unless and until , any subsidiary of the Option Shares are registered under Company, or the Securities Act and Sponsor shall be subject to any restriction on transfer contained herein, so long as any such transfer is made in accordance with all applicable state securities laws, certificates representing any Option Shares may be imprinted with legend conditions reflecting federal and state securities laws restrictions and conditions and does not violate any contractual agreement in effect at the time of such transfer. 5.4 The Company may comply therewith by issuing "stop transfer" instructions shall not be required to (a) transfer on its transfer agents and registrars without liabilitybooks any Option Shares that have been sold or transferred in contravention of this Agreement or (b) treat as the owner of Option Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to whom Option Shares have been transferred in contravention of this Agreement.

Restrictions on Transfer of Option Shares. Unless and until the Option ----------------------------------------- Shares shall have been registered under the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, Employee shall not sell, transfer or otherwise dispose of any Option Shares or any interest therein unless and until the Option Shares have been so registered or Employee shall have delivered or cause to be delivered to the Company an opinion of counsel (with the identity of such counsel and the substance of such opinion satisfactory to the Company) to the effect that such intended sale, transfer or disposition does not violate the provisions of the Securities Act or any applicable state securities laws. Without limiting the foregoing, if a registration with respect to the Option Shares is not in effect under the Securities Act, Employee further agrees that the Company shall have the right to require, as a condition to the exercise of the Option, that the Employee represent to the Company in writing that the Option Shares to be received upon exercise of the Option will be acquired by Employee for investment and not with a view to distribution. Upon exercise of any Options: (a) If Employee is subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), Employee shall timely furnish to the Company a copy of each Form 3, Form 4 or Form 5 required to be filed by Employee with the Securities and Exchange Commission (the "SEC") and will timely file with the SEC all reports required to be file by Employee; (b) Employee shall thereafter report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. Unless and until the Option Shares are registered under the Securities Act and applicable state securities laws, certificates representing any Option Shares may be imprinted with legend conditions reflecting federal and state securities laws restrictions and conditions and the Company may comply therewith by issuing "stop transfer" instructions to its transfer agents and registrars without liability.

Restrictions on Transfer of Option Shares. Unless and until the Option Shares shall have been registered under the applicable provisions of the Securities Act of 1933, (a) There can be no valid transfer (as amended (the "Securities Act"), and any applicable state securities laws, Employee shall not sell, transfer or otherwise dispose hereinafter defined) of any Option Shares (including Performance Shares), or any interest therein in such shares, by any holder of such shares or interests, unless such transfer is solely for cash consideration and until is made in compliance with the following provisions: (i) Before there can be a valid transfer of any Option Shares have been so (including Performance Shares) or any interest therein, the record holder of the shares to be transferred or the shares in which an interest is to be transferred (the "Offered Shares") shall give written notice (by registered or Employee shall have delivered or cause to be delivered certified mail) to the Company an opinion of counsel (with Company. Such notice shall specify the identity of such counsel the proposed transferee, the cash price offered for the Offered Shares by the proposed transferee and the substance of such opinion satisfactory to the Company) to the effect that such intended sale, transfer or disposition does not violate the provisions other terms and conditions of the Securities Act or any applicable state securities lawsproposed transfer. Without limiting The date such notice is mailed shall be hereinafter referred to as the foregoing"notice date" and the record holder of the Offered Shares shall be hereinafter referred to as the "Offeror." (ii) For a period of 30 calendar days after the notice date, if a registration with respect to the Option Shares is not in effect under the Securities Act, Employee further agrees that the Company shall have the right option to require, as a condition purchase all (but not less than all) of the Offered Shares at the purchase price and on the terms set forth in subsection (a)(iii) of this Section 11. Such option shall be exercisable by the Company by mailing (by registered or certified mail) written notice of exercise to the Offeror prior to the end of such thirty-day period. (iii) The price at which the Company may purchase the Offered Shares pursuant to the exercise of such option shall be the Optioncash price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under subsection (a)(i) of this Section 11). The Company's notice of exercise of such option shall be accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company shall acquire all right, title and interest in and to all of the Offered Shares. (iv) If such option is not exercised by the Company, the transfer proposed in the notice given pursuant to subsection (a)(i) of this Section 11 may be effected; provided, however, that such transfer must in all respects be exactly as proposed in such notice except that such transfer may not be effected before the Employee represent tenth calendar day after the expiration of such thirty-day option exercise period or after the ninetieth calendar day following the expiration of such thirty-day option exercise period, and if such transfer has not been effected prior to such ninetieth day, such transfer may not be effected without once again complying with the Company in writing that the Option Shares to be received upon exercise provisions of the Option will be acquired by Employee for investment and not with a view to distribution. Upon exercise of any Options: this subsection (a) If Employee is subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), Employee shall timely furnish to the Company a copy of each Form 3, Form 4 or Form 5 required to be filed by Employee with the Securities and Exchange Commission (the "SEC") and will timely file with the SEC all reports required to be file by Employee;. (b) Employee shall thereafter report all sales As used in this Section 11 the term "transfer" means any sale, assignment, transfer, conveyance, pledge, gift or other form of Option Shares to disposition or encumbrance of shares of stock of the Company in writing on or any legal or equitable interest therein; provided, however, that the form prescribed from time term "transfer" does not include a transfer of such shares or interests by will or the laws of descent and distribution or a gift of such shares if the donee agrees to time be bound by the Company. Unless and until the Option Shares are registered under the Securities Act and applicable state securities laws, certificates representing any Option Shares may be imprinted with legend conditions reflecting federal and state securities laws restrictions and conditions and the Company may comply therewith by issuing "stop transfer" instructions to its transfer agents and registrars without liabilityprovisions of this Section 11.

Restrictions on Transfer of Option Shares. Unless Optionee, by acceptance of this Option, represents and until the Option Shares shall have been registered under the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, Employee shall not sell, transfer or otherwise dispose of any Option Shares or any interest therein unless and until the Option Shares have been so registered or Employee shall have delivered or cause to be delivered warrants to the Company an opinion of counsel (with the identity of such counsel and the substance of such opinion satisfactory to the Company) to the effect that such intended sale, transfer or disposition does not violate the provisions of the Securities Act or any applicable state securities laws. Without limiting the foregoing, if a registration with respect to the Option Shares is not in effect under the Securities Act, Employee further agrees that the Company shall have the right to require, as a condition to the exercise of the Option, that the Employee represent to the Company in writing that the Option Shares to be received upon exercise of the Option will be acquired by Employee for investment and not with a view to distribution. Upon exercise of any Optionsfollows: (a) If Employee is subject to the reporting requirements under Section 16(aOptionee has been advised and understands that: (i) of the Securities Exchange Act of 1934 (the "Exchange Act"), Employee shall timely furnish to the Company a copy of each Form 3, Form 4 or Form 5 required to be filed by Employee with the Securities and Exchange Commission (the "SEC") and will timely file with the SEC all reports required to be file by Employee; (b) Employee shall thereafter report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. Unless and until the Option Shares are registered has been issued in reliance upon exemptions from registration under the Securities Act and applicable state securities lawsstatutes; (ii) the exercise of the Option and resale of the Option Shares have not been registered under the Securities Act or applicable state statutes and the Option Shares must be held and may not be sold, certificates representing any transferred or otherwise disposed of for value unless they are 4 subsequently registered under the Securities Act or an exemption from such registration is available; (iii) the Company is under no obligation to register the resale of the Option Shares under the Securities Act or the applicable state statutes; (iv) in the absence of registration under the Securities Act, the resale of the Option Shares may be imprinted with practicably impossible; and (v) the Company's registrar and transfer agent will maintain stop-transfer instructions against registration or transfer of the Option Shares and any certificate issued upon exercise of the Option representing the Option Shares will bear on its face a legend conditions reflecting federal in substantially the following form restricting the resale of the Option Shares: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT." (b) Prior to one year from the date the Option has been exercised and state securities laws restrictions and conditions and the Option Shares purchased as a result of such exercise have been fully paid for, the Company may comply refuse to allow the transfer of the Option Shares unless the holder thereof provides an opinion of legal counsel reasonably satisfactory to the Company or a "no action" letter or interpretive response from the staff of the Securities and Exchange Commission to the effect that the transfer is proper; further, unless such opinion letter or response states that the Option Shares are free of any restrictions under the Securities Act, the Company may refuse to allow the transfer of the Option Shares to any transferee who does not furnish in writing to the Company the same representations and agree to the same conditions with respect to such Option Shares as are set forth herein. Notwithstanding any of the foregoing, the Company may refuse to allow the transfer of the Option Shares if any circumstances are present reasonably indicating that the transferee's representations are not accurate. (c) After one year but prior to two years from the date the Option has been exercised and the Option Shares purchased as a result of such exercise have been fully paid for, the Company may refuse to transfer the Option Shares unless the holder either (i) meets the requirements of subparagraph (b) above; or (ii) resells such Option Shares in accordance with Rule 144 promulgated under the Securities Act and furnishes to the Company written assurances of compliance therewith in the form of a copy of the Notice of Form 144 and appropriate letters of compliance from the holder of such Option Shares and the securities broker-dealer to or through which such Option Shares are being resold. No opinion of counsel for the holder of the Option Shares shall be required respecting resales in reliance on Rule 144 pursuant to clause (ii) of this subparagraph (c). 5 (d) After two years from the date the Option has been exercised and the Option Shares purchased as a result of such exercise have been fully paid for, the Company shall, upon the written request of any person who has held the Option Shares for two years (excluding any tolling period provided for by issuing "stop transfer" Rule 144) and who is not, and has not been during the preceding three months, an affiliate of the Company, reissue to such holder in such names and denominations as the holder shall request, one or more certificates for such Option Shares without any restriction whatsoever on their further transfer and cancel any and all stop-transfer instructions to its transfer agents regarding such Option Shares on the books and registrars without liabilityrecords of the Company.

Restrictions on Transfer of Option Shares. Unless Optionee, by acceptance of this Option, represents and until the Option Shares shall have been registered under the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, Employee shall not sell, transfer or otherwise dispose of any Option Shares or any interest therein unless and until the Option Shares have been so registered or Employee shall have delivered or cause to be delivered warrants to the Company an opinion of counsel (with the identity of such counsel and the substance of such opinion satisfactory to the Company) to the effect that such intended sale, transfer or disposition does not violate the provisions of the Securities Act or any applicable state securities laws. Without limiting the foregoing, if a registration with respect to the Option Shares is not in effect under the Securities Act, Employee further agrees that the Company shall have the right to require, as a condition to the exercise of the Option, that the Employee represent to the Company in writing that the Option Shares to be received upon exercise of the Option will be acquired by Employee for investment and not with a view to distribution. Upon exercise of any Optionsfollows: (a) If Employee is subject to the reporting requirements under Section 16(aOptionee has been advised and understands that: (i) of the Securities Exchange Act of 1934 (the "Exchange Act"), Employee shall timely furnish to the Company a copy of each Form 3, Form 4 or Form 5 required to be filed by Employee with the Securities and Exchange Commission (the "SEC") and will timely file with the SEC all reports required to be file by Employee; (b) Employee shall thereafter report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. Unless and until the Option Shares are registered has been issued in reliance upon exemptions from registration under the Securities Act and applicable state securities lawsstatutes; (ii) the exercise of the Option and resale of the Option Shares have not been registered under the Securities Act or applicable state statutes and the Option Shares must be held and may not be sold, certificates representing any transferred or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available; (iii) the Company is under no obligation to register the resale of the Option Shares under the Securities Act or the applicable state statutes; (iv) in the absence of registration under the Securities Act, the resale of the Option Shares may be imprinted with practicably impossible; and (v) the Company's registrar and transfer agent will maintain stop-transfer instructions against registration or transfer of the Option Shares and any certificate issued upon exercise of the Option representing the Option Shares will bear on its face a legend conditions reflecting federal in substantially the following form restricting the resale of the Option Shares: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT." (b) Prior to one year from the date the Option has been exercised and state securities laws restrictions and conditions and the Option Shares purchased as a result of such exercise have been fully paid for, the Company may comply refuse to allow the transfer of the Option Shares unless the holder thereof provides an opinion of legal counsel reasonably satisfactory to the Company or a "no action" letter or interpretive response from the staff of the Securities and Exchange Commission to the effect that the transfer is proper; further, unless such opinion letter or response states that the Option Shares are free of any restrictions under the Securities Act, the Company may refuse to allow the transfer of the Option Shares to any transferee who does not furnish in writing to the Company the same representations and agree to the same conditions with respect to such Option Shares as are set forth herein. Notwithstanding any of the foregoing, the Company may refuse to allow the transfer of the Option Shares if any circumstances are present reasonably indicating that the transferee's representations are not accurate. (c) After one year but prior to two years from the date the Option has been exercised and the Option Shares purchased as a result of such exercise have been fully paid for, the Company may refuse to 5 transfer the Option Shares unless the holder either (i) meets the requirements of subparagraph (b) above; or (ii) resells such Option Shares in accordance with Rule 144 promulgated under the Securities Act and furnishes to the Company written assurances of compliance therewith in the form of a copy of the Notice of Form 144 and appropriate letters of compliance from the holder of such Option Shares and the securities broker- dealer to or through which such Option Shares are being resold. No opinion of counsel for the holder of the Option Shares shall be required respecting resales in reliance on Rule 144 pursuant to clause (ii) of this subparagraph (c). (d) After two years from the date the Option has been exercised and the Option Shares purchased as a result of such exercise have been fully paid for, the Company shall, upon the written request of any person who has held the Option Shares for two years (excluding any tolling period provided for by issuing "stop transfer" Rule 144) and who is not, and has not been during the preceding three months, an affiliate of the Company, reissue to such holder in such names and denominations as the holder shall request, one or more certificates for such Option Shares without any restriction whatsoever on their further transfer and cancel any and all stop-transfer instructions to its transfer agents regarding such Option Shares on the books and registrars without liabilityrecords of the Company.

Restrictions on Transfer of Option Shares. Unless Optionee, by acceptance of this Option, represents and until the Option Shares shall have been registered under the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, Employee shall not sell, transfer or otherwise dispose of any Option Shares or any interest therein unless and until the Option Shares have been so registered or Employee shall have delivered or cause to be delivered warrants to the Company an opinion of counsel (with the identity of such counsel and the substance of such opinion satisfactory to the Company) to the effect that such intended sale, transfer or disposition does not violate the provisions of the Securities Act or any applicable state securities laws. Without limiting the foregoing, if a registration with respect to the Option Shares is not in effect under the Securities Act, Employee further agrees that the Company shall have the right to require, as a condition to the exercise of the Option, that the Employee represent to the Company in writing that the Option Shares to be received upon exercise of the Option will be acquired by Employee for investment and not with a view to distribution. Upon exercise of any Optionsfollows: (a) If Employee is subject to the reporting requirements under Section 16(aOptionee has been advised and understands that: (i) of the Securities Exchange Act of 1934 (the "Exchange Act"), Employee shall timely furnish to the Company a copy of each Form 3, Form 4 or Form 5 required to be filed by Employee with the Securities and Exchange Commission (the "SEC") and will timely file with the SEC all reports required to be file by Employee; (b) Employee shall thereafter report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. Unless and until the Option Shares are registered has been issued in reliance upon exemptions from registration under the Securities Act and applicable state securities lawsstatutes; (ii) the exercise of the Option and resale of the Option Shares have not been registered under the Securities Act or applicable state statutes and the Option Shares must be held and may not be sold, certificates representing any transferred or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available; (iii) the Company is under no obligation to register the resale of the Option Shares under the Securities Act or the applicable state statutes; (iv) in the absence of registration under the Securities Act, the resale of the Option Shares may be imprinted with practicably impossible; and (v) the Company's registrar and transfer agent will maintain stop-transfer instructions against registration or transfer of the Option Shares and any certificate issued upon exercise of the Option representing the Option Shares will bear on its face a legend conditions reflecting federal in substantially the following form restricting the resale of the Option Shares: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT." (b) Prior to one year from the date the Option has been exercised and state securities laws restrictions and conditions and the Option Shares purchased as a result of such exercise have been fully paid for, the Company may comply refuse to allow the transfer of the Option Shares unless the holder thereof provides an opinion of legal counsel reasonably satisfactory to the Company or a "no action" letter or interpretive response from the staff of the Securities and Exchange Commission to the effect that the transfer is proper; further, unless such opinion letter or response states that the Option Shares are free of any restrictions under the Securities Act, the Company may refuse to allow the transfer of the Option Shares to any transferee who does not furnish in writing to the Company the same representations and agree to the same conditions with respect to such Option Shares as are set forth herein. Notwithstanding any of the foregoing, the Company may refuse to allow the transfer of the Option Shares if any circumstances are present reasonably indicating that the transferee's representations are not accurate. (c) After one year but prior to two years from the date the Option has been exercised and the Option Shares purchased as a result of such exercise have been fully paid for, the Company may refuse to allow the transfer of the Option Shares unless the holder either (i) meets the requirements of subparagraph (b) above; or (ii) resells such Option Shares in accordance with Rule 144 promulgated under the Securities Act and furnishes to the Company written assurances of compliance therewith in the form of a copy of the Notice of Form 144 and appropriate letters of compliance from the holder of such Option Shares and the securities broker-dealer to or through which such Option Shares are being resold. No opinion of counsel for the holder of the Option Shares shall be required respecting resales in reliance on Rule 144 pursuant to clause (ii) of this subparagraph (c). (d) After two years from the date the Option has been exercised and the Option Shares purchased as a result of such exercise have been fully paid for, the Company shall, upon the written request of any person who has held the Option Shares for two years (excluding any tolling period provided for by issuing "stop transfer" Rule 144) and who is not, and has not been during the preceding three months, an affiliate of the Company, reissue to such holder in such names and denominations as the holder shall request, one or more certificates for such Option Shares without any restriction whatsoever on their further transfer and cancel any and all stop-transfer instructions to its transfer agents regarding such Option Shares on the books and registrars without liabilityrecords of the Company.