Common use of Securities Laws Requirements Clause in Contracts

Securities Laws Requirements. 7.1 The Option shall not be exercisable unless and until any applicable registration or qualification requirements of federal and state securities laws, and all other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, have been fully complied with. The Company will use reasonable efforts to maintain the effectiveness of a registration statement under the Securities Act for the issuance of the Option and the Option Shares but there may be times when no such registration statement will be currently effective. Exercise of the Option may be temporarily suspended without liability to the Company during times when no such registration statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than the passage of the Expiration Date, then if exercise of the Option is duly tendered before such expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement covering resales of the Option Shares. 7.2 Upon each exercise of the Option, Optionee shall represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that (a) no Option Shares will be sold or otherwise distributed in violation of the Securities Act or any other applicable federal or state securities laws, (b) if Optionee is subject to the reporting requirements under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities laws, and (c) Optionee will report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. All Option Share certificates may be imprinted with legends reflecting federal and state securities law restrictions and conditions and the Company may comply therewith and issue “stop transfer” instructions to its transfer agents and registrars without liability.

Securities Laws Requirements. 7.1 The issuance of the Option has not been registered under the Securities Act of 1933, as amended (the "1933 Act"), in reliance upon an exemption from registration. In addition, no Option Shares shall not be exercisable issued unless and until until, in the opinion of the Company, there has been full compliance with any applicable registration or qualification requirements of federal and state the 1933 Act, any applicable listing requirements of any securities lawsexchange on which stock of the same class has been listed, if any, and all any other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery. Optionee hereby acknowledges, have been fully complied with. The Company will use reasonable efforts represents, warrants and agrees as follows, and, pursuant to maintain the effectiveness of a registration statement under the Securities Act for the issuance terms of the Notice And Agreement Of Exercise Of Option and the Option Shares but there may (Exhibit A) that shall be times when no such registration statement will be currently effective. Exercise of the Option may be temporarily suspended without liability delivered to the Company during times when no such registration statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than the passage of the Expiration Date, then if exercise of the Option is duly tendered before such expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement covering resales of the Option Shares. 7.2 Upon upon each exercise of the Option, Optionee shall acknowledge, represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that agree as follows: (a) no Optionee is acquiring the Option and the Option Shares for investment purposes only and the Option and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee's overall commitment to investments that are not readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option and the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option or the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option and the Option Shares; (e) The address set forth in this Agreement is Optionee's true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares have been made available or delivered to Optionee, and Optionee has had the opportunity to discuss the acquisition of the Option and the Option Shares with the Company. Optionee also confirms that Optionee has obtained or been given access to all information concerning the Company that Optionee has reasonably requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option and the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Option has not been, and the Option Shares issuable upon exercise of the Option will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the issuance of the Option or the Option Shares; (i) The Option and the Option Shares that Optionee is acquiring will be solely for Optionee's own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Company has a history of losses. The Option and the Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the Option and the Option Shares. (ii) There are substantial restrictions on the transferability of the Option and the Option Shares. The Option is not transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise distributed in violation disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the satisfaction of the Securities Act or any other applicable federal or state securities laws, (b) if Company; Optionee has no rights to require that the Option Shares be registered; there is subject to the reporting requirements under Section 16(a) no right of presentment of the Exchange ActOption Shares and there is no obligation by the Company to repurchase any of the Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee's investment in the Company; (iii) Each certificate issued representing the Option Shares shall be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities lawsread substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, and SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED BY AN OPINION OF COUNSEL TO THE REGISTERED HOLDER (cWHICH OPINION AND COUNSEL SHALL BOTH BE SATISFACTORY TO THE COMPANY)." (k) Optionee will shall report all sales of Option Shares to the Company in writing on the a form prescribed from time to time by the Company. (l) If and so long as Optionee is subject to reporting requirements under Section 16(a) of the 1934 Act, Optionee shall (i) be aware that any sale by Optionee or Optionee's immediate family of shares of the Company's common stock or any of the Option Shares within six months before or after any transaction deemed to be a "purchase" of an equity security of the Company may create liability for Optionee under Xxxxxxx 00(x) xx xxx 0000 Xxx, (xx) consult with Optionee's counsel regarding the application of Section 16(b) of the 1934 Act prior to any exercise of the Option, and prior to any sale of shares of the Company's common stock or the Option Shares, (iii) furnish the Company with a copy of each Form 4 filed by Optionee, and (iv) timely file all reports required under the federal securities laws. (m) Optionee shall immediately notify the Company in writing of any sale, transfer, assignment or other disposition (or action constituting a disqualifying disposition within the meaning of Section 421 of the Code) of any Option Shares, within two (2) years after the Date of Grant or within one (1) year after the acquisition of such Option Shares, setting forth the date and manner of disposition, the number of Option Shares disposed of and the price at which such shares were disposed. All Option Share certificates The Company shall be entitled to withhold from any compensation or other payments then or thereafter due to the Optionee such amounts as may be imprinted necessary to satisfy any withholding requirements of Federal or state law or regulation and, further, to collect from the Optionee any additional amounts which may be required for such purpose. The Company may, in its discretion, require Option Shares acquired by a Optionee upon exercise of the Option to be held in an escrow arrangement for the purpose of enabling compliance with legends reflecting federal and state securities law the provisions of this section. The restrictions and conditions described above, or notice thereof, may be placed on the certificates representing the Option Shares purchased pursuant to the Option, and the Company may comply therewith and refuse to issue “stop transfer” instructions the certificates or to transfer the shares on its transfer agents and registrars without liabilitybooks unless it is satisfied that no violation of such restrictions will occur.

Securities Laws Requirements. 7.1 The No Option Shares shall not be exercisable issued unless and until until, in the opinion of the Company, there has been full compliance with, or an exemption from, any applicable registration or qualification requirements of federal and state the Securities Act of 1933, as amended (the “1933 Act”), any applicable listing requirements of any securities lawsexchange on which stock of the same class has been listed, and all any other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, or applicable exemptions are available and have been fully complied with. The Optionee shall acknowledge, represent, warrant and agree in writing to the Company as follows: (a) Optionee is acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will use reasonable efforts to maintain be held by Optionee without sale, transfer or other disposition for an indefinite period unless the effectiveness transfer of a registration statement those securities is subsequently registered under the Securities Act for federal securities laws or unless exemptions from registration are available; (b) Optionee’s overall commitment to investments that are not readily marketable is not disproportionate to Optionee’s net worth and Optionee’s investment in the issuance Option Shares will not cause such overall commitments to become excessive; (c) Optionee’s financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth on the signature page to this Agreement is Optionee’s true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Optionee has had the opportunity to discuss the acquisition of the Option and the Option Shares but there may be times when with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options have not, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no such registration statement will be currently effective. Exercise federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option may Shares; (i) The Option Shares that Optionee is acquiring will be temporarily suspended without liability solely for Optionee’s own account, for investment, and are not being purchased with a view to or for the Company during times when resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such registration statement resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is currently effective, or during times when, in the reasonable opinion aware of the Committee, such suspension is necessary to preclude violation following: (i) The Option Shares constitute a speculative investment and involve a high degree of any requirements risk of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than the passage loss by Optionee of the Expiration Date, then if exercise of the Option is duly tendered before such expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement covering resales of Optionee’s total investment in the Option Shares. 7.2 Upon each exercise (ii) There are substantial restrictions on the transferability of the Option Shares. The Option is not transferable except by will or the laws of descent and distribu­tion, and any attempt to do so shall void the Option, Optionee shall represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that (a) no . The Option Shares will cannot be transferred, pledged, hypothecated, sold or otherwise distributed in violation disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the satisfaction of the Securities Act or any other applicable federal or state securities laws, (b) if Optionee Company; investors in the Company have no rights to require that the Option Shares be registered except as set forth in Section 9 of this Agreement; there is subject to the reporting requirements under Section 16(a) no right of presentment of the Exchange ActOption Shares and there is no obligation by the Company to repurchase any of the Option Shares; and, accordingly, Optionee will furnish may have to hold the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities laws, and (c) Optionee will report all sales of Option Shares indefinitely and it may not be possible for Optionee to the Company liquidate Optionee’s investment in writing on the form prescribed from time to time by the Company. All . (iii) Each certificate issued representing the Option Share certificates may Shares shall be imprinted with legends reflecting federal and state securities law a legend that sets forth a description of the restrictions and conditions and on transferability of those securities, unless otherwise waived or modified by the Company may comply therewith and issue “stop transfer” instructions to Board in its transfer agents and registrars without liability.sole discretion, which legend will read substantially as follows:

Securities Laws Requirements. 7.1 The Option shall not be exercisable unless and until any applicable registration or qualification requirements of federal and state securities laws, and all other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, have been fully complied with. The Company will use reasonable efforts to maintain the effectiveness of a registration statement Registration Statement under the Securities Act of 1933 (the "Securities Act") for the issuance of the Option and the Option Shares but there may be times when no such registration statement Registration Statement will be currently effective. Exercise of the Option may be temporarily suspended without liability to the Company during times when no such registration statement Registration Statement is currently effective, or during times when, in the reasonable opinion of the CommitteeBoard, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than except the passage end of the Expiration Dateits term during such a suspension, then if exercise of the Option is duly tendered before such its expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement Registration Statement covering resales of the Option Shares. 7.2 Upon each exercise of the Option, Optionee shall represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that (a) no Option Shares will be sold or otherwise distributed in violation of the Securities Act or any other applicable federal or state securities laws, (b) if Optionee is subject to the reporting requirements under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities laws, and (c) Optionee will report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. All Option Share certificates may be imprinted with legends legend conditions reflecting federal and state securities law restrictions and conditions and the Company may comply therewith and issue “"stop transfer” " instructions to its transfer agents and registrars without liability.

Securities Laws Requirements. 7.1 The issuance of the Option has not been registered under the Securities Act of 1933, as amended (the "1933 Act"), in reliance upon an exemption from registration. In addition, no Option Shares shall not be exercisable issued unless and until until, in the opinion of the Company, there has been full compliance with any applicable registration or qualification requirements of federal and state the 1933 Act, any applicable listing requirements of any securities lawsexchange on which stock of the same class has been listed, if any, and all any other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery. Optionee hereby acknowledges, have been fully complied with. The Company will use reasonable efforts represents, warrants and agrees as follows, and, pursuant to maintain the effectiveness of a registration statement under the Securities Act for the issuance terms of the Notice And Agreement Of Exercise Of Option and the Option Shares but there may (Exhibit A) that shall be times when no such registration statement will be currently effective. Exercise of the Option may be temporarily suspended without liability delivered to the Company during times when no such registration statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than the passage of the Expiration Date, then if exercise of the Option is duly tendered before such expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement covering resales of the Option Shares. 7.2 Upon upon each exercise of the Option, Optionee shall acknowledge, represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that agree as follows: (a) no Optionee is acquiring the Option and the Option Shares for investment purposes only and the Option and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee's overall commitment to investments that are not readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option and the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option or the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option and the Option Shares; (e) The address set forth in this Agreement is Optionee's true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares have been made available or delivered to Optionee, and Optionee has had the opportunity to discuss the acquisition of the Option and the Option Shares with the Company. Optionee also confirms that Optionee has obtained or been given access to all information concerning the Company that Optionee has reasonably requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option and the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Option has not been, and the Option Shares issuable upon exercise of the Option will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the issuance of the Option or the Option Shares; (i) The Option and the Option Shares that Optionee is acquiring will be solely for Optionee's own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Company has a history of losses. The Option and the Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the Option and the Option Shares. (ii) There are substantial restrictions on the transferability of the Option and the Option Shares. The Option is not transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise distributed in violation disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the satisfaction of the Securities Act or any other applicable federal or state securities laws, (b) if Company; Optionee has no rights to require that the Option Shares be registered; there is subject to the reporting requirements under Section 16(a) no right of presentment of the Exchange ActOption Shares and there is no obligation by the Company to repurchase any of the Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee's investment in the Company; (iii) Each certificate issued representing the Option Shares shall be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities lawsread substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, and SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED BY AN OPINION OF COUNSEL TO THE REGISTERED HOLDER (cWHICH OPINION AND COUNSEL SHALL BOTH BE SATISFACTORY TO THE COMPANY)." (k) Optionee will shall report all sales of Option Shares to the Company in writing on the a form prescribed from time to time by the Company. (l) If and so long as Optionee is subject to reporting requirements under Section 16(a) of the 1934 Act, Optionee shall (i) be aware that any sale by Optionee or Optionee's immediate family of shares of the Company's common stock or any of the Option Shares within six months before or after any transaction deemed to be a "purchase" of an equity security of the Company may create liability for Optionee under Section 16(b) of the 1934 Act, (ii) consult with Optionee's counsel xxxxxxxxx xxx xxxxxxxxxxx xx Xxxxxxn 16(b) of the 1934 Act prior to any exercise of the Option, and prior to any sale of shares of the Company's common stock or the Option Shares, (iii) furnish the Company with a copy of each Form 4 filed by Optionee, and (iv) timely file all reports required under the federal securities laws. (m) Optionee shall immediately notify the Company in writing of any sale, transfer, assignment or other disposition (or action constituting a disqualifying disposition within the meaning of Section 421 of the Code) of any Option Shares, within two (2) years after the Date of Grant or within one (1) year after the acquisition of such Option Shares, setting forth the date and manner of disposition, the number of Option Shares disposed of and the price at which such shares were disposed. All Option Share certificates The Company shall be entitled to withhold from any compensation or other payments then or thereafter due to the Optionee such amounts as may be imprinted necessary to satisfy any withholding requirements of Federal or state law or regulation and, further, to collect from the Optionee any additional amounts which may be required for such purpose. The Company may, in its discretion, require Option Shares acquired by a Optionee upon exercise of the Option to be held in an escrow arrangement for the purpose of enabling compliance with legends reflecting federal and state securities law the provisions of this section. The restrictions and conditions described above, or notice thereof, may be placed on the certificates representing the Option Shares purchased pursuant to the Option, and the Company may comply therewith and refuse to issue “stop transfer” instructions the certificates or to transfer the shares on its transfer agents and registrars without liabilitybooks unless it is satisfied that no violation of such restrictions will occur.

Securities Laws Requirements. 7.1 The (a) No Option Shares shall not be exercisable issued unless and until until, in the opinion of the Corporation, any applicable registration or qualification requirements of federal and state the United States Securities Act of 1933, any applicable listing requirements of any securities lawsexchange on which stock of the same class is listed, and all any other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, delivery have been fully complied with. The Company will use reasonable efforts . (b) Pursuant to maintain the effectiveness of a registration statement under the Securities Act for the issuance terms of the Option Notice and the Option Shares but there may be times when no such registration statement will be currently effective. Agreement of Exercise of the Option may that shall be temporarily suspended without liability delivered to the Company during times when no such registration statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than the passage of the Expiration Date, then if exercise of the Option is duly tendered before such expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement covering resales of the Option Shares. 7.2 Upon Corporation upon each exercise of the Option, the Optionee shall acknowledge, represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that agree as follows: (ai) no All Option Shares will shall be acquired solely for the account of the Optionee for investment purposes only and with no view to their resale or other distribution of any kind; and (ii) No Option Share shall be sold or otherwise distributed in violation of the Securities Act of 1933 or any other applicable federal or state securities laws, (b) if Optionee is subject to the reporting requirements under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities laws, and . (c) Optionee will report all understands that the Corporation is under no obligation to register the Option Shares under the Securities Act of 1933, as amended (the “Act”) and that in the absence of any such registration, the Option Shares cannot be sold unless they are sold pursuant to an exemption from registration under the Act. The Optionee understands that in the absence of registration, the certificate representing the Option Shares shall bear a legend restricting the underlying shares from transfer in accordance with the Act. The Corporation is under no obligation to comply, or to assist the Optionee in complying with any exemption from such registration requirements, including supplying the Optionee with any information necessary to permit routine sales of the Stock under Rule 144 of the Securities and Exchange Commission. Optionee also understands that with respect to Rule 144, routine sales of securities made in reliance upon such Rule can only be made in limited amounts in accordance with the terms and conditions of the Rule, and that in cases in which the Rule is inapplicable, compliance with either Regulation A or another disclosure exemption under the Act will be required. Thus, the Option Shares will have to be held indefinitely in the absence of registration under the Act or an exemption from registration. (d) The Optionee fully understands that the Option Shares have not been registered under the Act and that they will be issued in reliance upon an exemption, which is available only if Optionee acquires such shares for investment and not with a view to distribution. Optionee is familiar with the phrase “acquired for investment and not with a view to distribution” as it relates to the Company in writing on the form prescribed from time to time by the Company. All Option Share certificates may be imprinted with legends reflecting federal and state securities law restrictions and conditions Act and the Company may comply therewith special meaning given to such term in various releases of the Securities and issue “stop transfer” instructions to its transfer agents and registrars without liabilityExchange Commission.

Securities Laws Requirements. 7.1 The No Option Shares shall not be exercisable issued unless and until until, in the opinion of the Corporation, any applicable registration or qualification requirements of federal and state the Securities Act of 1933, any applicable listing requirements of any securities lawsexchange on which stock of the same class is listed, and all any other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, delivery have been fully complied with. The Company will use reasonable efforts Pursuant to maintain the effectiveness of a registration statement under the Securities Act for the issuance terms of the Option and the Option Shares but there may Notice of Agreement of Exercise that shall be times when no such registration statement will be currently effective. Exercise of the Option may be temporarily suspended without liability delivered to the Company during times when no such registration statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than the passage of the Expiration Date, then if exercise of the Option is duly tendered before such expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement covering resales of the Option Shares. 7.2 Upon Corporation upon each exercise of the Option, the Optionee shall acknowledge, represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that agree as follows: (a) no All Option Shares will shall be acquired solely for the account of the Optionee for investment purposes only and with no view to their resale or other distribution of any kind; (b) No Option Share shall be sold or otherwise distributed in violation of the Securities Act of 1933 or any other applicable federal or state securities laws, ; (bc) if If the Optionee is subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), Optionee will furnish he shall: (i) be aware that the actual accrual of any right under the Option to the Company a copy of each purchase Option Shares is an event that requires reporting on Form 4 under Section 16(a) of the Exchange Act. (ii) be aware that any sale by him or his immediate family of the Corporation’s Common Stock within six months before or after the granting of any Option may create liability for him under Section 16(b) of the Exchange Act, (iii) consult with his counsel regarding the application of Section 16(b) of the Exchange Act prior to any exercise of the Option, and prior to any sale of the Corporation’s Common Stock, (iv) assist the Corporation with the filing of a Form 3, 4, or 5 filed by Optionee with the Securities and will Exchange Commission, and (v) timely file all reports required under the federal securities laws, and and (cd) The Optionee will shall report all sales of Option Shares shares to the Company Corporation in writing on the a form prescribed from time to time by the CompanyCorporation. All Option Share certificates The forgoing restrictions or notices thereof may be imprinted with legends reflecting federal and state securities law restrictions and conditions placed on the certificates representing the Option Shares purchased pursuant to the Option and the Company Corporation may comply therewith and refuse to issue “stop transfer” instructions the certificates or to transfer the shares on its transfer agents and registrars without liabilitybooks unless it is satisfied that no violation of such restrictions will occur.

Securities Laws Requirements. 7.1 The Option shall not be exercisable unless and until any applicable registration or qualification requirements of federal and state securities laws, and all other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, have been fully complied with. The Company will use reasonable efforts to maintain the effectiveness of a registration statement Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of the Option and the Option Shares Shares, but there may be times when no such registration statement Registration Statement will be currently effective. Exercise of the Option may be temporarily suspended without liability to the Company during times when no such registration statement Registration Statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than except the passage end of the Expiration Dateits term during such a suspension, then if exercise of the Option is duly tendered before such its expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement Registration Statement covering resales of the Option Shares. 7.2 Upon each exercise of the Option, Optionee shall represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that (a) no Option Shares will be sold or otherwise distributed in violation of the Securities Act or any other applicable federal or state securities laws, (b) if Optionee is subject to the reporting requirements under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities laws, and (c) Optionee will report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. All Option Share certificates may be imprinted with legends legend conditions reflecting federal and state securities law restrictions and conditions and the Company may comply therewith and issue “stop transfer” instructions to its transfer agents and registrars without liability.

Securities Laws Requirements. 7.1 6.1 The Option shall not be exercisable unless and until any applicable registration or qualification requirements of federal and state securities laws, laws and all other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, delivery have been fully complied with. The Company will use reasonable efforts to maintain the effectiveness of a registration statement Registration Statement under the Securities Act of 1933 (the "Securities Act") for the issuance of the Option and the Option Shares Shares, but there may be times when no such registration statement Registration Statement will be currently effective. Exercise of the Option may be temporarily suspended without liability to the Company during times when no such registration statement Registration Statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than except the passage end of the Expiration Dateits term during such a suspension, then then, if exercise of the Option is duly tendered before such its expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement Registration Statement covering resales of the Option Shares. 7.2 6.2 Upon each exercise of the Option, Optionee shall represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that (a) no Option Shares will be sold or otherwise other- wise distributed in violation of the Securities Act or any other applicable federal or state securities laws, (b) if Optionee is subject to the reporting requirements under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee pursuant to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and will timely file all reports required under federal securities laws, and (c) Optionee will report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. All certificates for Option Share certificates Shares may be imprinted with legends legend conditions reflecting federal and state securities law restrictions and conditions and the Company may comply therewith and issue “"stop transfer” " instructions to its transfer agents and registrars without liability.

Securities Laws Requirements. 7.1 The (a) No Option Shares shall not be exercisable issued unless and until until, in the opinion of the Corporation, any applicable registration or qualification requirements of federal and state the United States Securities Act of 1933, any applicable listing requirements of any securities lawsexchange on which stock of the same class is listed, and all any other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, delivery have been fully complied with. The Company will use reasonable efforts . (b) Pursuant to maintain the effectiveness of a registration statement under the Securities Act for the issuance terms of the Option Notice and the Option Shares but there may be times when no such registration statement will be currently effective. Agreement of Exercise of the Option may that shall be temporarily suspended without liability delivered to the Company during times when no such registration statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than the passage of the Expiration Date, then if exercise of the Option is duly tendered before such expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement covering resales of the Option Shares. 7.2 Upon Corporation upon each exercise of the Option, the Optionee shall acknowledge, represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that agree as follows: (ai) no All Option Shares will shall be acquired solely for the account of the Optionee for investment purposes only and with no view to their resale or other distribution of any kind; and (ii) No Option Share shall be sold or otherwise distributed in violation of the Securities Act of 1933 or any other applicable federal or state securities laws, (b) if Optionee is subject to the reporting requirements under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities laws, and . (c) Optionee will report all understands that the Corporation is under no obligation to register the Option Shares under the Securities Act of 1933, as amended (the "Act") and that in the absence of any such registration, the Option Shares cannot be sold unless they are sold pursuant to an exemption from registration under the Act. The Optionee understands that in the absence of registration, the certificate representing the Option Shares shall bear a legend restricting the underlying shares from transfer in accordance with the Act. The Corporation is under no obligation to comply, or to assist the Optionee in complying with any exemption from such registration requirements, including supplying the Optionee with any information necessary to permit routine sales of the Stock under Rule 144 of the Securities and Exchange Commission. Optionee also understands that with respect to Rule 144, routine sales of securities made in reliance upon such Rule can only be made in limited amounts in accordance with the terms and conditions of the Rule, and that in cases in which the Rule is inapplicable, compliance with either Regulation A or another disclosure exemption under the Act will be required. Thus, the Option Shares will have to be held indefinitely in the absence of registration under the Act or an exemption from registration. (d) The Optionee fully understands that the Option Shares have not been registered under the Act and that they will be issued in reliance upon an exemption, which is available only if Optionee acquires such shares for investment and not with a view to distribution. Optionee is familiar with the phrase "acquired for investment and not with a view to distribution" as it relates to the Company in writing on the form prescribed from time to time by the Company. All Option Share certificates may be imprinted with legends reflecting federal and state securities law restrictions and conditions Act and the Company may comply therewith special meaning given to such term in various releases of the Securities and issue “stop transfer” instructions to its transfer agents and registrars without liabilityExchange Commission.

Securities Laws Requirements. 7.1 The No Option Shares shall not be exercisable issued unless and until until, in the opinion of the Company, there has been full compliance with any applicable registration or qualification requirements of federal and state the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities lawsexchange on which stock of the same class has been listed, and all any other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery. Pursuant to the terms of the Notice And Agreement Of Exercise Of Option that shall be delivered to the Company upon each exercise of the Option, the Optionee shall acknowledge, represent, warrant and agree as follows: (a) All Option Shares shall be acquired solely for the account of the Optionee for investment purposes only and with no view to their resale or other distribution of any kind (Note: This provision will be applicable only if the issuance of the Option Shares is not registered at the time of exercise of the Option); (b) Optionee's overall commitment to investments that are not readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option and the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option or the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option and the Option Shares; (e) The address set forth in this Agreement is Optionee's true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares have been fully complied withmade available or delivered to Optionee. The Company will use reasonable efforts to maintain Without limiting the effectiveness of a registration statement under foregoing, Optionee has received and reviewed the Company's most recent Registration Statement filed with the Securities and Exchange Commission and the Company's periodic reports required to be filed by the Company pursuant to the Securities Exchange Act for of 1934, as amended (the issuance "1934 Act"), and Optionee has had the opportunity to discuss the acquisition of the Option and the Option Shares but there with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option and the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Option Shares issuable upon exercise of the Options may not be times when registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no such registration statement will be currently effective. Exercise federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the issuance of the Option may be temporarily suspended without liability to Shares; (i) Optionee acknowledges and is aware of the following: (i) The Company during times when no such registration statement is currently effective, or during times when, has a history of losses. The Option and the Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than the passage of the Expiration Date, then if exercise of the Option is duly tendered before such expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement covering resales of the Option Shares. 7.2 Upon each exercise (ii) There are substantial restrictions on the transferability of the OptionOption and the Option Shares. The Option is not transferable except as provided in Section 7 below. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the satisfaction of the Company; investors in the Company have no rights to require that the Option Shares be registered; there is no right of presentment of the Option Shares and there is no obligation by the Company to repurchase any of the Option Shares; and, accordingly, Optionee shall represent, warrant may have to hold the Option Shares indefinitely and agree, by the Notice and Agreement of Exercise delivered it may not be possible for Optionee to liquidate Optionee's investment in the Company, that ; (aiii) no Each certificate issued representing the Option Shares shall be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend will read substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED BY AN OPINION OF COUNSEL TO THE REGISTERED HOLDER (WHICH OPINION AND COUNSEL SHALL BOTH BE SATISFACTORY TO THE COMPANY)." (j) No Option Shares shall be sold or otherwise distributed in violation of the Securities 1933 Act or any other applicable federal or state securities laws; (k) The Company may, (b) if Optionee is subject to without liability for its good faith actions, place legend restrictions upon the reporting requirements under Section 16(a) certificates representing the Option Shares and issue "stop transfer" instructions requiring compliance with applicable securities laws and the terms of the Exchange Act, Option. (l) The Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities laws, and (c) Optionee will shall report all sales of Option Shares to the Company in writing on the a form prescribed from time to time by the Company; and (m) If and so long as the Optionee is subject to reporting requirements under Section 16(a) of the 1934 Act, the Optionee shall (i) be aware that any sale by the Optionee or the Optionee's immediate family of shares of the Company's common stock or any of the Option Shares within six months before or after any transaction deemed to be a "purchase" of an equity security of the Company may create liability for the Optionee under Section 16(b) of the 1934 Act, (ii) consult with the Optionee's couxxxx xxxxxxxxx xxx xxxxxxxxxxx xx Xection 16(b) of the 1934 Act prior to any exercise of the Option, and prior to any sale of shares of the Company's common stock or the Option Shares, (iii) furnish the Company with a copy of each Form 4 filed by the Optionee's, and (iv) timely file all reports required under the federal securities laws. All Option Share certificates The restrictions described in Paragraphs 6(a)-(m) above, or notice thereof, may be imprinted with legends reflecting federal and state securities law restrictions and conditions placed on the certificates representing the Option Shares purchased pursuant to the Option, and the Company may comply therewith and refuse to issue “stop transfer” instructions the certificates or to transfer the Option Shares on its transfer agents and registrars without liabilitybooks unless it is satisfied that no violation of such restrictions will occur.

Securities Laws Requirements. 7.1 The Option shall not be exercisable unless and until any applicable registration or qualification requirements of federal and state securities laws, and all other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, have been fully complied with. The Company will use reasonable efforts to maintain the effectiveness of a registration statement Registration Statement under the Securities Act of 1933 (the “Securities Act”) for the issuance of the Option and the Option Shares but there may be times when no such registration statement Registration Statement will be currently effective. Exercise of the Option may be temporarily suspended without liability to the Company during times when no such registration statement Registration Statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than except the passage end of the Expiration Dateits term during such a suspension, then if exercise of the Option is duly tendered before such its expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement Registration Statement covering resales of the Option Shares. 7.2 Upon each exercise of the Option, Optionee shall represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that (a) no Option Shares will be sold or otherwise distributed in violation of the Securities Act or any other applicable federal or state securities laws, (b) if Optionee is subject to the reporting requirements under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities laws, and (c) Optionee will report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. All Option Share certificates may be imprinted with legends legend conditions reflecting federal and state securities law restrictions and conditions and the Company may comply therewith and issue “stop transfer” instructions to its transfer agents and registrars without liability.

Securities Laws Requirements. 7.1 6.1 The Option shall not be exercisable unless and until any applicable registration or qualification requirements of federal and state securities laws, laws and all other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, delivery have been fully complied with. The Company will use reasonable efforts to maintain the effectiveness effective ness of a registration statement Registration Statement under the Securities Act of 1933 (the "Securities Act") for the issuance of the Option and the Option Shares Shares, but there may be times when no such registration statement Registration Statement will be currently effective. Exercise of the Option may be temporarily suspended without liability to the Company during times when no such registration statement Registration Statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than except the passage end of the Expiration Dateits term during such a suspension, then then, if exercise of the Option is duly tendered before such its expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement Registration Statement covering resales of the Option Shares. 7.2 6.2 Upon each exercise of the Option, Optionee shall represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that (a) no Option Shares will be sold or otherwise distributed in violation of the Securities Act or any other applicable federal or state securities laws, (b) if Optionee is subject to the reporting requirements under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee pursuant to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and will timely file all reports required under federal securities laws, and (c) Optionee will report all sales of Option Shares to the Company in writing on the form prescribed pre scribed from time to time by the Company. All certificates for Option Share certificates Shares may be imprinted with legends legend conditions reflecting federal and state securities law restrictions and conditions and the Company may comply therewith and issue “"stop transfer” " instructions to its transfer agents and registrars without liability.

Securities Laws Requirements. 7.1 The Option shall not be exercisable unless and until any applicable registration or qualification requirements of federal and state securities laws, and all other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, have been fully complied with. The Company will use reasonable efforts to maintain the effectiveness of a registration statement under the Securities Act for the issuance of the Option and the Option Shares but there may be times when no such registration statement will be currently effective. Exercise of the Option may be temporarily suspended without liability to the Company during times when no such registration statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than the passage of the Expiration Date, then if exercise of the Option is duly tendered before such expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement covering resales of the Option Shares. 7.2 Upon each exercise of the Option, Optionee shall represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that (a) no Option Shares will be sold or otherwise distributed in violation of the Securities Act or any other applicable federal or state securities securi­ties laws, (b) if Optionee is subject to the reporting requirements require­ments under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities laws, and (c) Optionee will report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. All Option Share certificates may be imprinted with legends reflecting federal and state securities law restrictions and conditions and the Company may comply therewith and issue “stop transfer” instructions to its transfer agents and registrars without liability.

Securities Laws Requirements. 7.1 6.1 The Option shall not be exercisable unless and until any applicable registration or qualification requirements of federal and state securities laws, laws and all other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, delivery have been fully complied with. The Company will use reasonable efforts to maintain the effectiveness of a registration statement Registration Statement under the Securities Act of 1933 (the “Securities Act”) for the issuance of the Option and the Option Shares Shares, but there may be times when no such registration statement Registration Statement will be currently effective. Exercise of the Option may be temporarily suspended without liability to the Company during times when no such registration statement Registration Statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than except the passage end of the Expiration Dateits term during such a suspension, then then, if exercise of the Option is duly tendered before such its expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement Registration Statement covering resales of the Option Shares. 7.2 6.2 Upon each exercise of the Option, Optionee shall represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that (a) no Option Shares will be sold or otherwise distributed in violation of the Securities Act or any other applicable federal or state securities laws, (b) if Optionee is subject to the reporting requirements under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee pursuant to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and will timely file all reports required under federal securities laws, and (c) Optionee will report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. All certificates for Option Share certificates Shares may be imprinted with legends legend conditions reflecting federal and state securities law restrictions and conditions and the Company may comply therewith and issue “stop transfer” instructions to its transfer agents and registrars without liability.

Securities Laws Requirements. 7.1 The Option shall not be exercisable unless and until any applicable registration or qualification requirements of federal and state securities laws, and all other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, have been fully complied with. The Company will use reasonable efforts to maintain the effectiveness of a registration statement under the Securities Act for the issuance of the Option and the Option Shares but there may be times when no such registration statement will be currently effective. Exercise of the Option may be temporarily suspended without liability to the Company during times when no such registration statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than the passage of the Expiration Date, then if exercise of the Option is duly tendered before such expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement covering resales of the Option Shares. 7.2 Upon each exercise of the Option, Optionee shall represent, warrant and agree, by the Notice and Agreement of Exercise an exercise notice delivered to the Company, that (a) no Option Shares will be sold or otherwise distributed in violation of the Securities Act or any other applicable federal or state securities laws, (b) if Optionee is subject to the reporting requirements under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities laws, and (c) Optionee will report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. All Option Share certificates may be imprinted with legends reflecting federal and state securities law restrictions and conditions and the Company may comply therewith and issue “"stop transfer” " instructions to its transfer agents and registrars without liability.

Securities Laws Requirements. 7.1 The Option shall not be exercisable unless and until any applicable registration or qualification requirements of federal and state securities laws, and all other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, have been fully complied with. The Company will use reasonable efforts to maintain the effectiveness of a registration statement under the Securities Act for the issuance of the Option and the Option Shares but there may be times when no such registration statement will be currently effective. Exercise of the Option may be temporarily suspended without liability to the Company during times when no such registration statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than the passage of the Expiration Date, then if exercise of the Option is duly tendered before such expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement covering resales of the Option Shares. 7.2 Upon each exercise of the Option, Optionee shall represent, warrant and agree, by the Notice and Agreement of Exercise an exercise notice delivered to the Company, that (a) no Option Shares will be sold or otherwise distributed in violation of the Securities Act or any other applicable federal or state securities securi­ties laws, (b) if Optionee is subject to the reporting requirements require­ments under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities laws, and (c) Optionee will report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. All Option Share certificates may be imprinted with legends reflecting federal and state securities law restrictions and conditions and the Company may comply therewith and issue “"stop transfer” " instructions to its transfer agents and registrars without liability.

Securities Laws Requirements. 7.1 The Option shall not be exercisable unless and until any applicable registration or qualification requirements of federal and state securities laws, and all other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, have been fully complied with. The Company will use reasonable efforts to maintain the effectiveness of a registration statement Registration Statement under the Securities Act of 1933 (the “Securities Act”) for the issuance of the Option and the Option Shares Shares, but there may be times when no such registration statement Registration Statement will be currently effective. Exercise of the Option may be temporarily suspended without liability to the Company during times when no such registration statement Registration Statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than except the passage end of the Expiration Dateits term during such a suspension, then if exercise of the Option is duly tendered before such its expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement Registration Statement covering resales of the Option Shares. 7.2 Upon each exercise of the Option, Optionee shall represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that (a) no Option Shares will be sold or otherwise distributed in violation of the Securities Act or any other applicable federal or state securities laws, (b) if Optionee is subject to the reporting requirements under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities laws, and (c) Optionee will report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. All Option Share certificates may be imprinted with legends legend conditions reflecting federal and state securities law restrictions and conditions and the Company may comply therewith and issue “stop transfer” instructions to its transfer agents and registrars without liability.

Securities Laws Requirements. 7.1 The Option shall not be exercisable unless and until any applicable registration or qualification requirements of federal and state securities laws, and all other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, have been fully complied with. The Company will use reasonable efforts to maintain the effectiveness of a registration statement under the Securities Act for the issuance of the Option and the Option Shares but there may be times when no such registration statement will be currently effective. Exercise of the Option may be temporarily suspended without liability to the Company during times when no such registration statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason other than except the passage end of the Expiration Dateits term during such a suspension, then if exercise of the Option is duly tendered before such its expiration, the Option shall be exercisable and deemed exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to file any registration statement covering resales of the Option Shares. 7.2 Upon each exercise of the Option, Optionee shall represent, warrant and agree, by the Notice and Agreement of Exercise delivered to the Company, that (a) no Option Shares will be sold or otherwise distributed in violation of the Securities Act or any other applicable federal or state securities laws, (b) if Optionee is subject to the reporting requirements under Section 16(a) of the Exchange Act, Optionee will furnish to the Company a copy of each Form 4 or Form 5 filed by Optionee and will timely file all reports required under federal securities laws, and (c) Optionee will report all sales of Option Shares to the Company in writing on the form prescribed from time to time by the Company. All Option Share certificates may be imprinted with legends reflecting federal and state securities law restrictions and conditions and the Company may comply therewith and issue “stop transfer” instructions to its transfer agents and registrars without liability.