Common use of Securities Act Requirements Clause in Contracts

Securities Act Requirements. In addition to the requirements set forth herein and in the Plan, (i) the Option shall not be exercisable in whole or in part, and the Corporation shall not be obligated to issue any shares of Common Stock subject to the Option, if such exercise and sale or issuance would, in the opinion of counsel for the Corporation, violate the Securities Act of 1933 (the "1933 Act") or other Federal or state statutes having similar requirements, as they may be in effect at that time; and (ii) the Option shall be subject to the further requirement that, at any time that the Compensation Committee (the “Committee”), in consultation with counsel for the Corporation, shall determine, in its discretion, that the listing, registration or qualification of the shares of Common Stock subject to the Option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. It is intended that the shares of Common Stock received upon the exercise of the Option shall have been registered under the 1933 Act. If Grantee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Grantee may not sell any shares of Common Stock received upon the exercise of the Option except in compliance with Rule 144. Any certificates representing shares of Common Stock received upon the exercise of the Option issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of said shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the shares of Common Stock received upon the exercise of the Option are evidenced on a noncertificated basis, such shares shall be subject to similar stop transfer instructions). The Grantee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Grantee wishes to sell the shares of Common Stock received upon the exercise of the Option or other conditions under Rule 144 which are required of the Corporation. If so, the Grantee understands that Grantee will be precluded from selling such securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Grantee's acquisition of the shares of Common Stock, the Grantee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such shares. The Grantee has such knowledge and experience in financial and business matters as to make the Grantee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Grantee is able to bear the economic risk of his or her investment in the shares of Common Stock. The Grantee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the shares of Common Stock received upon the exercise of the Option although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of Common Stock received upon the exercise of the Option under the 0000 Xxx) and this Stock Option Agreement have been satisfied.

Securities Act Requirements. (a) The Company has not filed financial statements for any periods ended after December 31, 2004. The Company does not expect to become current with respect to all of its previously unfiled financial statements until at least the first quarter of 2006 and will not file any registration statement until after such time. NO OPTION MAY BE EXERCISED UNTIL THE COMPANY COMPLIES WITH ITS REPORTING OBLIGATIONS UNDER THE FEDERAL SECURITIES LAWS AND A REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SHARES OF STOCK ISSUABLE UNDER THIS AGREEMENT. (b) In addition to the requirements set forth herein and in the Plan, (i) the Option shall not be exercisable in whole or in part, and the Corporation Company shall not be obligated to issue any shares of Common Stock subject to the any such Option, if such exercise and sale or issuance would, in the opinion of counsel for the CorporationCompany, violate the Securities Act of 1933 (the "“1933 Act"”) or other Federal or state statutes having similar requirements, as they may be in effect at that time; and (ii) the each Option shall be subject to the further requirement that, at any time that the Compensation Committee (Board of Directors or the “Committee”), in consultation with counsel for as the Corporationcase may be, shall determine, in its their respective discretion, that the listing, registration or qualification of the shares of Common Stock subject to the such Option under any securities exchange requirements or under any {HS203171.1} applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock, the such Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors or the Committee. It is intended that the shares of Common Stock received upon the exercise of the Option shall have been registered under the 1933 Act. If Grantee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Grantee case may not sell any shares of Common Stock received upon the exercise of the Option except in compliance with Rule 144. Any certificates representing shares of Common Stock received upon the exercise of the Option issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of said shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the shares of Common Stock received upon the exercise of the Option are evidenced on a noncertificated basis, such shares shall be subject to similar stop transfer instructions). The Grantee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Grantee wishes to sell the shares of Common Stock received upon the exercise of the Option or other conditions under Rule 144 which are required of the Corporation. If so, the Grantee understands that Grantee will be precluded from selling such securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Grantee's acquisition of the shares of Common Stock, the Grantee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such shares. The Grantee has such knowledge and experience in financial and business matters as to make the Grantee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Grantee is able to bear the economic risk of his or her investment in the shares of Common Stock. The Grantee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the shares of Common Stock received upon the exercise of the Option although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of Common Stock received upon the exercise of the Option under the 0000 Xxx) and this Stock Option Agreement have been satisfiedbe.

Securities Act Requirements. (a) The Company has not filed financial statements for any periods ended after December 31, 2004. The Company does not expect to become current with respect to all of its previously unfiled financial statements until at least the first quarter of 2006 and will not file any registration statement until after such time. NO OPTION MAY BE EXERCISED UNTIL THE COMPANY COMPLIES WITH ITS REPORTING OBLIGATIONS UNDER THE FEDERAL SECURITIES LAWS AND A REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SHARES OF STOCK ISSUABLE UNDER THIS AGREEMENT. (b) In addition to the requirements set forth herein and in the Plan, (i) the Option shall not be exercisable in whole or in part, and the Corporation Company shall not be obligated to issue any shares of Common Stock subject to the any such Option, if such exercise and sale or issuance would, in the opinion of counsel for the CorporationCompany, violate the Securities Act of 1933 (the "“1933 Act"”) or other Federal or state statutes having similar requirements, as they may be in effect at that time; and (ii) the each Option shall be subject to the further requirement that, at any time that the Compensation Committee (Board of Directors or the “Committee”), in consultation with counsel for as the Corporationcase may be, shall determine, in its their respective discretion, that the listing, registration or qualification of the shares of Common Stock subject to the such Option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock, the such Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors or the Committee. It is intended that the shares of Common Stock received upon the exercise of the Option shall have been registered under the 1933 Act. If Grantee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Grantee case may not sell any shares of Common Stock received upon the exercise of the Option except in compliance with Rule 144. Any certificates representing shares of Common Stock received upon the exercise of the Option issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of said shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the shares of Common Stock received upon the exercise of the Option are evidenced on a noncertificated basis, such shares shall be subject to similar stop transfer instructions). The Grantee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Grantee wishes to sell the shares of Common Stock received upon the exercise of the Option or other conditions under Rule 144 which are required of the Corporation. If so, the Grantee understands that Grantee will be precluded from selling such securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Grantee's acquisition of the shares of Common Stock, the Grantee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such shares. The Grantee has such knowledge and experience in financial and business matters as to make the Grantee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Grantee is able to bear the economic risk of his or her investment in the shares of Common Stock. The Grantee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the shares of Common Stock received upon the exercise of the Option although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of Common Stock received upon the exercise of the Option under the 0000 Xxx) and this Stock Option Agreement have been satisfiedbe.

Securities Act Requirements. (a) The Company has not filed financial statements for any periods ended after December 31, 2004. The Company does not expect to become current with respect to all of its previously unfiled financial statements until at least the first quarter of 2006 and will not file any registration statement until after such time. Unless an exemption is available, no Option may be exercised until the Company complies with its reporting obligations under the Federal securities laws and a registration statement is declared effective by the Securities and Exchange Commission with respect to shares of Stock issuable under this Agreement. (b) In addition to the requirements set forth herein and in the PlanSection 1.7(a), (i) the Option shall not be exercisable in whole or in part, and the Corporation Company shall not be obligated to issue sell any shares of Common Stock subject to the any such Option, if such exercise and sale or issuance would, in the opinion of counsel for the CorporationCompany, violate the Securities Act of 1933 (the "“1933 Act"”) or other Federal or state statutes having similar requirements, as they may be in effect at that time; and (ii) the each Option shall be subject to the further requirement that, at any time that the Compensation Committee (Board of Directors or the “Committee”), in consultation with counsel for as the Corporationcase may be, shall determine, in its their respective discretion, that the listing, registration or qualification of the shares of Common Stock subject to the such Option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock, the such Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors or the Committee. It is intended that the shares of Common Stock received upon the exercise of the Option shall have been registered under the 1933 Act. If Grantee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Grantee case may not sell any shares of Common Stock received upon the exercise of the Option except in compliance with Rule 144. Any certificates representing shares of Common Stock received upon the exercise of the Option issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of said shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the shares of Common Stock received upon the exercise of the Option are evidenced on a noncertificated basis, such shares shall be subject to similar stop transfer instructions). The Grantee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Grantee wishes to sell the shares of Common Stock received upon the exercise of the Option or other conditions under Rule 144 which are required of the Corporation. If so, the Grantee understands that Grantee will be precluded from selling such securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Grantee's acquisition of the shares of Common Stock, the Grantee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such shares. The Grantee has such knowledge and experience in financial and business matters as to make the Grantee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Grantee is able to bear the economic risk of his or her investment in the shares of Common Stock. The Grantee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the shares of Common Stock received upon the exercise of the Option although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of Common Stock received upon the exercise of the Option under the 0000 Xxx) and this Stock Option Agreement have been satisfiedbe.

Securities Act Requirements. In addition to the requirements set forth herein and in the Plan, (i) the Option shall not be exercisable in whole or in part, and the Corporation Company shall not be obligated to issue any shares of Common Stock subject to the Option, if such exercise and sale or issuance would, in the opinion of counsel for the CorporationCompany, violate the Securities Act of 1933 (the "“1933 Act"”) or other Federal or state statutes having similar requirements, as they may be in effect at that time; and (ii) the Option shall be subject to the further requirement that, at any time that the Compensation Committee (the “Committee”), in consultation with counsel for the CorporationCompany, shall determine, in its discretion, that the listing, registration or qualification of the shares of Common Stock subject to the Option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. It is intended that the shares of Common Stock received upon the exercise of the Option shall have been registered under the 1933 Act. If Grantee is an “affiliate” of the CorporationCompany, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Grantee may not sell any shares of Common Stock received upon the exercise of the Option except in compliance with Rule 144. Any certificates representing shares of Common Stock received upon the exercise of the Option issued to an “affiliate” of the Corporation Company may bear a legend setting forth such restrictions on the disposition or transfer of said shares as the Corporation Company deems appropriate to comply with federal and state securities laws (and if the shares of Common Stock received upon the exercise of the Option are evidenced on a noncertificated basis, such shares shall be subject to similar stop transfer instructions). The Grantee acknowledges and understands that the Corporation Company may not be satisfying the current public information requirement of Rule 144 at the time the Grantee wishes to sell the shares of Common Stock received upon the exercise of the Option or other conditions under Rule 144 which are required of the CorporationCompany. If so, the Grantee understands that Grantee will be precluded from selling such securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Grantee's ’s acquisition of the shares of Common Stock, the Grantee acquired sufficient information about the Corporation Company to reach an informed knowledgeable decision to acquire such shares. The Grantee has such knowledge and experience in financial and business matters as to make the Grantee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Grantee is able to bear the economic risk of his or her investment in the shares of Common Stock. The Grantee agrees not to make, without the prior written consent of the CorporationCompany, any public offering or sale of the shares of Common Stock received upon the exercise of the Option although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of Common Stock received upon the exercise of the Option under the 0000 Xxx) and this Stock Option Agreement have been satisfied.

Securities Act Requirements. In addition to the requirements set forth herein and in the Plan, (ia) Notwithstanding whether the Option shall not be is vested and exercisable in whole or in part, and the Corporation Company shall not be obligated to issue sell any shares of Common Stock subject to the any such Option, if such exercise and sale or issuance would, in the opinion of counsel for the CorporationCompany, violate the Securities Act of 1933 (the "“1933 Act"”) or other Federal or state statutes having similar requirements, as they may be in effect at that time; and (ii) the each Option shall be subject to the further requirement that, at any time that the Compensation Committee (Board or the “Committee”), in consultation with counsel for as the Corporationcase may be, shall determine, in its their respective discretion, that the listing, registration or qualification of the shares of Common Stock subject to the such Option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock, the such Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors or the Committee. It is intended that , as the shares of Common Stock received upon the exercise case may be. (b) The issuance of the Option shall have Restricted Stock has not been registered under the 1933 Act. If Grantee , and is an “affiliate” being issued to the Executive in reliance upon the exemption from such registration provided by Section 4(2) of the Corporation, as 1933 Act. (c) The Executive hereby confirms that term is defined in Rule 144 he or she has been informed that the shares of Restricted Stock are restricted securities under the 1933 Act (“and may not be resold or transferred unless such shares are first registered under the federal securities laws or unless an exemption from such registration is available. Accordingly, the Executive hereby acknowledges that he or she is prepared to hold the Restricted Stock for an indefinite period and that the Executive is aware that Rule 144 promulgated by the Securities and Exchange Commission is not presently available to exempt the resale of the Restricted Stock from the registration requirements of the 1933 Act. The Executive is aware of the adoption of Rule 144 by the Commission, promulgated under the 1933 Act, which permits limited public resales of securities acquired in a nonpublic offering, subject to the satisfaction of certain conditions. The Executive understands that under Rule 144”), such Grantee may the conditions include, among other things: the availability of certain current public information about the issuer, the resale occurring not sell less than one year after the party has purchased and paid for the securities to be sold, the sale being through a broker in an unsolicited “broker’s transaction” and the amount of securities being sold during any shares of Common Stock received upon the exercise of the Option except in compliance with Rule 144. Any certificates representing shares of Common Stock received upon the exercise of the Option issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of said shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the shares of Common Stock received upon the exercise of the Option are evidenced on a noncertificated basis, such shares shall be subject to similar stop transfer instructions)three-month period not exceeding specified limitations. The Grantee Executive acknowledges and understands that the Corporation Company may not be satisfying the current public information requirement of Rule 144 at the time the Grantee Executive wishes to sell the shares of Common Restricted Stock received upon the exercise of the Option or other conditions under Rule 144 which that are required of the CorporationCompany. If so, the Grantee Executive understands that Grantee he or she will be precluded from selling such the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule rule has been satisfied. Prior to the Grantee's Executive’s acquisition of the shares of Common Restricted Stock, the Grantee Executive acquired sufficient information about the Corporation Company to reach an informed knowledgeable decision to acquire such sharesthe Restricted Stock. The Grantee Executive has such knowledge and experience in financial and business matters as to make the Grantee Executive capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Grantee Executive is able to bear the economic risk of his or her investment in the shares of Common Restricted Stock. The Grantee Executive agrees not to make, without the prior written consent of the CorporationCompany, any public offering or sale of the shares of Common Restricted Stock received upon the exercise of the Option although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of the Rule 144 (or registration of the shares of Common Restricted Stock received upon the exercise of the Option under the 0000 Xxx) and this Stock Option Agreement have been satisfied. (d) In order to reflect the restrictions on disposition of the Restricted Stock, the stock certificates for the Restricted Stock will be endorsed with a restrictive legend, in substantially the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THEY MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (1) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, OR EVIDENCE SATISFACTORY TO THE COMPANY OF AN EXEMPTION THEREFROM, AND (2) IN COMPLIANCE WITH THE DISPOSITION PROVISIONS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT IMPOSES CERTAIN RESTRICTIONS IN CONNECTION WITH THE DISPOSITION OF THE SHARES. THE SECRETARY OF THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT THAT RESTRICTS THE TRANSFER OF THESE SHARES BEFORE ____________. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST OF THE SECRETARY OF THE COMPANY.” If required by the authorities of any state in connection with the issuance of the shares of Stock, the legend or legends required by such state authorities also will be endorsed on all such certificates.

Securities Act Requirements. In addition to the requirements set forth herein and in the Plan, (ia) the Option shall not be exercisable in whole or in part, and the Corporation shall not be obligated to issue any shares of Common Stock subject to the Option, if such exercise and sale or The issuance would, in the opinion of counsel for the Corporation, violate the Securities Act of 1933 (the "1933 Act") or other Federal or state statutes having similar requirements, as they may be in effect at that time; and (ii) the Option shall be subject to the further requirement that, at any time that the Compensation Committee (the “Committee”), in consultation with counsel for the Corporation, shall determine, in its discretion, that the listing, registration or qualification of the shares of Common Restricted Stock subject to the Option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock, the Option may has not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. It is intended that the shares of Common Stock received upon the exercise of the Option shall have been registered under the 1933 Act. If Grantee , and is an “affiliate” being issued to the Executive in reliance upon the exemption from such registration provided by Section 4(2) of the Corporation, as 0000 Xxx. (b) The Executive hereby confirms that term is defined in Rule 144 he or she has been informed that the shares of Restricted Stock are restricted securities under the 1933 Act (“and may not be resold or transferred unless such shares are first registered under the federal securities laws or unless an exemption from such registration is available. Accordingly, the Executive hereby acknowledges that he or she is prepared to hold the Restricted Stock for an indefinite period and that the Executive is aware that Rule 144 promulgated by the Securities and Exchange Commission is not presently available to exempt the resale of the Restricted Stock from the registration requirements of the 1933 Act. The Executive is aware of the adoption of Rule 144 by the Commission, promulgated under the 1933 Act, which permits limited public resales of securities acquired in a nonpublic offering, subject to the satisfaction of certain conditions. The Executive understands that under Rule 144”), such Grantee may the conditions include, among other things: the availability of certain current public information about the issuer, the resale occurring not sell less than one year after the party has purchased and paid for the securities to be sold, the sale being through a broker in an unsolicited “broker’s transaction” and the amount of securities being sold during any shares of Common Stock received upon the exercise of the Option except in compliance with Rule 144. Any certificates representing shares of Common Stock received upon the exercise of the Option issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of said shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the shares of Common Stock received upon the exercise of the Option are evidenced on a noncertificated basis, such shares shall be subject to similar stop transfer instructions)three-month period not exceeding specified limitations. The Grantee Executive acknowledges and understands that the Corporation Company may not be satisfying the current public information requirement of Rule 144 at the time the Grantee Executive wishes to sell the shares of Common Restricted Stock received upon the exercise of the Option or other conditions under Rule 144 which that are required of the CorporationCompany. If so, the Grantee Executive understands that Grantee he or she will be precluded from selling such the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule rule has been satisfied. Prior to the Grantee's Executive’s acquisition of the shares of Common Restricted Stock, the Grantee Executive acquired sufficient information about the Corporation Company to reach an informed knowledgeable decision to acquire such sharesthe Restricted Stock. The Grantee Executive has such knowledge and experience in financial and business matters as to make the Grantee Executive capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Grantee Executive is able to bear the economic risk of his or her investment in the shares of Common Restricted Stock. The Grantee Executive agrees not to make, without the prior written consent of the CorporationCompany, any public offering or sale of the shares of Common Restricted Stock received upon the exercise of the Option although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of the Rule 144 (or registration of the shares of Common Restricted Stock received upon the exercise of the Option under the 0000 Xxx) and this Stock Option Agreement have been satisfied. (c) In order to reflect the restrictions on disposition of the Restricted Stock, the stock certificates for the Restricted Stock will be endorsed with a restrictive legend, in substantially the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THEY MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (1) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, OR EVIDENCE SATISFACTORY TO THE COMPANY OF AN EXEMPTION THEREFROM, AND (2) IN COMPLIANCE WITH THE DISPOSITION PROVISIONS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT IMPOSES CERTAIN RESTRICTIONS IN CONNECTION WITH THE DISPOSITION OF THE SHARES. THE SECRETARY OF THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT THAT RESTRICTS THE TRANSFER OF THESE SHARES BEFORE ____________. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST OF THE SECRETARY OF THE COMPANY.” If required by the authorities of any state in connection with the issuance of the shares of Stock, the legend or legends required by such state authorities also will be endorsed on all such certificates.

Securities Act Requirements. In addition to the requirements set forth herein and in the Plan, (i) the Option shall not be exercisable in whole or in part, and the Corporation shall not be obligated to issue any shares of Common Stock subject to the Option, if such exercise and sale or issuance would, in the opinion of counsel for the Corporation, violate the Securities Act of 1933 (the "1933 Act") or other Federal or state statutes having similar requirements, as they may be in effect at that time; and (ii) the Option shall be subject to the further requirement that, at any time that the Compensation Committee (the “Committee”), in consultation with counsel for the Corporation, shall determine, in its discretion, that the listing, registration or qualification of the shares of Common Stock subject to the Option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. It is intended that the shares of Common Stock received upon the exercise of the Option shall have been registered under the 1933 Act. If Grantee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Grantee may not sell any shares of Common Stock received upon the exercise of the Option except in compliance with Rule 144. Any certificates representing shares of Common Stock received upon the exercise of the Option issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of said shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the shares of Common Stock received upon the exercise of the Option are evidenced on a noncertificated basis, such shares shall be subject to similar stop transfer instructions). The Grantee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Grantee wishes to sell the shares of Common Stock received upon the exercise of the Option or other conditions under Rule 144 which are required of the Corporation. If so, the Grantee understands that Grantee will be precluded from selling such securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Grantee's acquisition of the shares of Common Stock, the Grantee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such shares. The Grantee has such knowledge and experience in financial and business matters as to make the Grantee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Grantee is able to bear the economic risk of his or her investment in the shares of Common Stock. The Grantee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the shares of Common Stock received upon the exercise of the Option although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of Common Stock received upon the exercise of the Option under the 0000 Xxx1933 Act) and this Stock Option Agreement have been satisfied.

Securities Act Requirements. In addition to the requirements set forth herein and in the Plan, (ia) the Option shall not be exercisable in whole or in part, and the Corporation shall not be obligated to issue any shares of Common Stock subject to the Option, if such exercise and sale or The issuance would, in the opinion of counsel for the Corporation, violate the Securities Act of 1933 (the "1933 Act") or other Federal or state statutes having similar requirements, as they may be in effect at that time; and (ii) the Option shall be subject to the further requirement that, at any time that the Compensation Committee (the “Committee”), in consultation with counsel for the Corporation, shall determine, in its discretion, that the listing, registration or qualification of the shares of Common Restricted Stock subject to the Option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock, the Option may has not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. It is intended that the shares of Common Stock received upon the exercise of the Option shall have been registered under the 1933 Act. If Grantee , and is an “affiliate” being issued to the Executive in reliance upon the exemption from such registration provided by Section 4(2) of the Corporation, as 0000 Xxx. (b) The Executive hereby confirms that term is defined in Rule 144 he or she has been informed that the shares of Restricted Stock are restricted securities under the 1933 Act (“and may not be resold or transferred unless such shares are first registered under the federal securities laws or unless an exemption from such registration is available. Accordingly, the Executive hereby acknowledges that he or she is prepared to hold the Restricted Stock for an indefinite period and that the Executive is aware that Rule 144 promulgated by the Securities and Exchange Commission is not presently available to exempt the resale of the Restricted Stock from the registration requirements of the 1933 Act. The Executive is aware of the adoption of Rule 144 by the Commission, promulgated under the 1933 Act, which permits limited public resales of securities acquired in a nonpublic offering, subject to the satisfaction of certain conditions. The Executive understands that under Rule 144”), such Grantee may the conditions include, among other things: the availability of certain current public information about the issuer, the resale occurring not sell less than one year after the party has purchased and paid for the securities to be sold, the sale being through a broker in an unsolicited “broker’s transaction” and the amount of securities being sold during any shares of Common Stock received upon the exercise of the Option except in compliance with Rule 144. Any certificates representing shares of Common Stock received upon the exercise of the Option issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of said shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the shares of Common Stock received upon the exercise of the Option are evidenced on a noncertificated basis, such shares shall be subject to similar stop transfer instructions)three-month period not exceeding specified limitations. The Grantee Executive acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Grantee Executive wishes to sell the shares of Common Restricted Stock received upon the exercise of the Option or other conditions under Rule 144 which are required of the Corporation. If so, the Grantee Executive understands that Grantee Executive will be precluded from selling such the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule rule has been satisfied. Prior to the Grantee's Executive’s acquisition of the shares of Common Restricted Stock, the Grantee Executive acquired sufficient information about the Corporation Company to reach an informed knowledgeable decision to acquire such sharesthe Restricted Stock. The Grantee Executive has such knowledge and experience in financial and business matters as to make the Grantee Executive capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Grantee Executive is able to bear the economic risk of his or her investment in the shares of Common Restricted Stock. The Grantee Executive agrees not to make, without the prior written consent of the CorporationCompany, any public offering or sale of the shares of Common Restricted Stock received upon the exercise of the Option although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of the Rule 144 (or registration of the shares of Common Restricted Stock received upon the exercise of the Option under the 0000 Xxx) and this Stock Option Agreement have been satisfied. (c) In order to reflect the restrictions on disposition of the Restricted Stock, the stock certificates for the Restricted Stock will be endorsed with a restrictive legend, in substantially the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THEY MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (1) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, OR EVIDENCE SATISFACTORY TO THE CORPORATION OF AN EXEMPTION THEREFROM, AND (2) IN COMPLIANCE WITH THE DISPOSITION PROVISIONS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT IMPOSES CERTAIN RESTRICTIONS IN CONNECTION WITH THE DISPOSITION OF THE SHARES. THE SECRETARY OF THE CORPORATION WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE. If required by the authorities of any state in connection with the issuance of the shares of Stock, the legend or legends required by such state authorities will also be endorsed on all such certificates.