Common use of Restrictive Legends and Stop Transfer Orders Clause in Contracts

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear the following legend (as well as any notations or legends required by applicable state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Xxxxxx agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “"stop transfer” " instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or other legends that may be required by applicable state and or federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or other legends that may be required by applicable state and or federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO FORFEITURE UNDER, AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH WITH, THE TERMS AND CONDITIONS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Hxxxxx agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing the Restricted Shares may, at the Committee’s discretion, shall contain a notation or bear the following legend (as well as any notations or legends required by applicable state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE MAY BE SUBJECT TO FORFEITURE UNDER, AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH WITH, THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Xxxxxx agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of the Plan or this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing the Restricted Shares may, at the Committee’s discretion, shall contain a notation or bear the following legend (as well as any notations or legends required by applicable state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Director agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing the Restricted Shares may, at the Committee’s discretion, contain a notation or shall bear the following legend (as well as any notations or legends required by applicable state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreementlegend: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE MAY NOT BE TRANSFERRED ONLY IN ACCORDANCE WITH SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF, OR MORTGAGED, PLEDGED OR OTHERWISE ENCUMBERED, AND ARE SUBJECT TO THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Recipient agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Xxxxxx agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing the Restricted Shares may, at the Committee’s discretion, shall contain a notation or bear the following legend (as well as any notations or legends required by applicable state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Recipient agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry Stockholders understand and agree that the Company shall cause the legend set forth below or certificate representing a legend substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Restricted Founder Shares may, at the Committee’s discretion, contain a notation or bear the following legend (as well as together with any notations or other legends that may be required by applicable the Company or by state and or federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME AS SET FORTH IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY ISSUER AND THE SHAREHOLDER, A COPY ORIGINAL HOLDER OF WHICH IS ON FILE WITH THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE SECRETARY HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANYCOMPANY OR THE MANAGING UNDERWRITER.” (b) The Employee agrees Stockholders agree that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required (i) to transfer on its books any Restricted Founder Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of the Restricted such Founder Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted such Founder Shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry Any share certificate(s) (or certificate representing electronic entry) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK SHARES AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Holder agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Holder agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “"stop transfer” " instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry Any share certificate(s) (or certificate representing electronic entry) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Holder agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend(s) that may be required by any applicable federal, state and federal corporate and or foreign securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. If the Shares issued hereunder are issued in book entry form, such book entry form shall include a notation setting forth the restrictions described in the above legend.” (b) The Employee Xxxxxx agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted such Shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Holder agrees that, in order to ensure compliance with the restrictions referred restrictioxx xxxerred to herein, the Company may issue appropriate “"stop transfer” " instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing I understand and agree that the Restricted Shares may, at Company shall cause the Committee’s discretion, contain a notation or bear the following legend (as well as any notations legends set forth below or legends substantially equivalent thereto to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by applicable the Company or by state and or federal corporate and securities laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY ACT OR, IN ACCORDANCE WITH THE TERMS OPINION OF A RESTRICTED STOCK AGREEMENT BETWEEN COUNSEL SATISFACTORY TO THE COMPANY AND THE SHAREHOLDERISSUER OF THESE SECURITIES, A COPY OF WHICH SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee agrees IN COMPLIANCE THEREWITH. I agree that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) . The Company shall not be required (ia) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Exercise Notice or (iib) to treat as owner of the Restricted such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted such Shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) 6.1 The book entry or certificate representing the Restricted Shares may, at the Committee’s discretion, shall contain a notation or bear the following legend (as well as any notations or legends required by applicable state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) 6.2 The Employee Director agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) 6.3 The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Xxxxxx agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer 4-Year Time Based Vesting Restricted Stock Award 7/08 agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing the Restricted Shares may, at the Committee’s discretion, shall contain a notation or bear the following legend (as well as any notations or legends required by applicable state and federal -2 of 4- corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Director agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend(s) that may be required by any applicable federal or state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Executive agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted such Shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or other legends that may be required by applicable state and or federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO FORFEITURE UNDER, AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH WITH, THE TERMS AND CONDITIONS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.. Form Effective 06.17.09

Restrictive Legends and Stop Transfer Orders. (a) The book entry Any share certificate(s) (or certificate representing electronic entry) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Director agrees that, in order to ensure compliance with the restrictions Restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Xxxxxx agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES OF STOCK REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED CERTIFICATE ARE SUBJECT TO, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH COMPLIANCE WITH, THE TERMS AND CONDITIONS OF A CERTAIN RESTRICTED STOCK AGREEMENT AWARD AGREEMENT, DATED , 2007, BETWEEN THE COMPANY REGISTERED HOLDER OF THESE SHARES AND THE SHAREHOLDERNEOPROBE CORPORATION, A COPY OF WHICH AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANYCORPORATION, AND THE HOLDER HEREOF ACCEPTS AND HOLDS THIS CERTIFICATE SUBJECT TO AND WITH NOTICE OF ALL OF THE TERMS, CONDITIONS AND PROVISIONS OF SAID AGREEMENT AND AGREES TO BE BOUND THEREBY.” (b) The Employee Hxxxxx agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares common shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such common shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry Any share certificate(s) (or certificate representing electronic entry) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Director agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or other legends that may be required by applicable state and or federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of the Company’s Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry Any share certificate(s) (or certificate representing electronic entry) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK SHARES AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Director agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A FORFEITURE RESTRICTION AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee agrees Holders agree that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the such Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the such Restricted Shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend(s) that may be required by any applicable federal or state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Hxxxxx agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES OF STOCK REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED CERTIFICATE ARE SUBJECT TO, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH COMPLIANCE WITH, THE TERMS AND CONDITIONS OF A CERTAIN RESTRICTED STOCK AGREEMENT AWARD AGREEMENT, DATED [__________ __, 20__], BETWEEN THE COMPANY REGISTERED HOLDER OF THESE SHARES AND THE SHAREHOLDERNAVIDEA BIOPHARMACEUTICALS, A COPY OF INC., WHICH AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANYCORPORATION, AND THE HOLDER HEREOF ACCEPTS AND HOLDS THIS CERTIFICATE SUBJECT TO AND WITH NOTICE OF ALL OF THE TERMS, CONDITIONS AND PROVISIONS OF SAID AGREEMENT AND AGREES TO BE BOUND THEREBY.” (b) The Employee Xxxxxx agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares common shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such common shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book Unless otherwise agreed by the Company, the Noteholder understands and agrees that the Company will place the legend set forth below or similar legends on any stock certificate(s) (or shares held in book-entry or certificate representing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear the following legend (as well as any notations or legends required by applicable state and federal corporate and securities laws) noting the existence of the restrictions and form through the Company’s rights transfer agent) evidencing the New Shares and, to reacquire the Restricted Shares set forth extent deemed necessary by the Company, the shares of Common Stock issued in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERthe Conversion, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”together with any other legends that may be required by state or federal securities laws: (b) Unless otherwise agreed by the Company, the Noteholder understands and agrees that the Company will place the legend set forth below or similar legends on any stock certificate(s) (or shares held in book-entry form through the Company’s transfer agent) evidencing the New Shares and the shares of Common Stock issued in the Conversion: (c) The Employee Noteholder agrees that, in order to ensure compliance with the restrictions referred to hereinimposed by this Agreement or applicable law, the Company may issue appropriate “stop stop-transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) . The Company shall will not be required (ia) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or applicable law or (iib) to treat as owner of the Restricted Shares such shares of Common Stock, or to accord the right to vote or pay dividends receive dividends, to any purchaser or other transferee to whom the Restricted Shares shall such shares of Common Stock have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or legends other legend required by any applicable federal and state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] CERTIFICATE ARE SUBJECT TO A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY 4-Year Vesting Restricted Stock Award (Xxxxxx 18 mos acceleration) 7/08 50%y3/50%y4 (RS001125) AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Xxxxxx agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares shares of Common Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted Shares such shares of Common Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.

Restrictive Legends and Stop Transfer Orders. (a) The book entry or certificate representing Any share certificate(s) evidencing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear issued hereunder shall be endorsed with the following legend (as well as and any notations or other legends that may be required by applicable state and or federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY CERTIFICATE ARE SUBJECT TO CERTAIN FORFEITURE RESTRICTIONS AND RESTRICTIONS ON TRANSFER AS SET FORTH IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDERSTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee Xxxxxx agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required required: (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of the Restricted such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares such shares shall have been so transferred.