Common use of General Restrictions Clause in Contracts

General Restrictions. The Corporation shall not be required to sell or issue any shares of Stock under this Option if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this 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 Corporation, and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with the Securities Act, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this Option the Award if the sale or issuance of such shares would constitute a violation by the individual exercising this Option Recipient or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares subject to this Option the Award upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this Option the Award may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this Optionthe Award. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Optionthe Award, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option the Award may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to the Award to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Award shall not be exercisable unless and until the shares of Stock covered by this Option the Award are registered or are subject to an available exemption from registration, the exercise of this Option the Award (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Warrant Shares under this Option Warrant if the sale or issuance of such shares Warrant Shares would constitute a violation by the individual exercising this Option the Warrant or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares Warrant Shares subject to this Option the Warrant upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesWarrant Shares hereunder, this Option the Warrant may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this Optionthe Warrant. Specifically Specifically, in connection with the Securities Act, unless a registration statement under such the Securities Act is in effect with respect to the shares of Stock Warrant Shares covered by this Optionthe Warrant, the Corporation Company shall not be required to sell or issue such shares Warrant Shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option the Warrant may acquire such shares Warrant Shares pursuant to an exemption from registration under such the Securities Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Except as provided herein, the Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option the Warrant or the issuance of shares Warrant Shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Warrant shall not be exercisable unless and until the shares of Stock Warrant Shares covered by this Option the Warrant are registered or are subject to an available exemption from registration, the exercise of this Option the Warrant (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from The Warrant shall not be exercisable unless the Holder shall have received all required regulatory approvals with respect to ownership of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) Warrant Shares to be issued upon such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities lawsexercise.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this 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 CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Option Shares under this Option if the sale or issuance of such shares Option Shares would constitute a violation by the individual exercising this Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Option Shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or of approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesOption Shares hereunder, this Option may not be exercised exercised, in whole or in part part, unless such listing, registration, qualification, consent or approval shall have been effected affected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with the Securities Act of 1933, as amended (the “Act”), unless a registration statement under such Act is in effect with respect to the shares of Stock Option Shares covered by this Option, the Corporation Company shall not be required to sell or issue such shares Option Shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option may acquire such shares Option Shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares Option Shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock Option Shares covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation During the term of this Agreement, none of the Securities may be the subject of a transfer unless: (i) such transfer shall not be required made in accordance with the provisions of this Agreement and Exhibit B hereto, relating to sell the Stockholders' rights to register their Common Shares or issue any shares of Stock Warrants under this Option if the sale or issuance of such shares would constitute Securities Acts; (ii) the proposed transferee shall deliver to the Company a violation by the individual exercising this Option or by the Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, written acknowledgment that the listing, registration or qualification of any shares Securities to be transferred are subject to this Option upon any securities exchange Agreement and that the proposed transferee and his or under any state or federal lawits successors in interest agree to be and are bound hereby and thereby to the same extent and in the same manner as the transferor of such Securities; provided, or that from and after the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection withPut Date, the issuance or purchase of shares, restrictions contained in this Option may not Agreement shall cease to apply to any Shares which are covered by the Put Rights; and (iii) such transfer shall be exercised made 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 Corporation, and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection compliance with the Securities Acts, and prior to any such transfer, the Stockholder proposing to transfer Securities shall give the Company (A) notice describing the manner and circumstances of the proposed transfer and (B) if reasonably requested by the Company, a written opinion of legal counsel reasonably satisfactory to the Company and its counsel, in form and substance reasonably satisfactory to the Company and its counsel, to the effect that the proposed transfer of Securities will be in compliance with the Securities Acts; provided, however, that for transactions made pursuant to Rule 144 under the Act, unless a registration statement under such Act is in effect with respect an opinion of counsel shall only be required if reasonably requested by the Company and which shall be to the shares effect that the proposed transfer of Stock covered Securities may be effected without registration under the Act; and provided, further, that no such opinion of counsel shall be necessary for a transfer by a Stockholder which is (1) a partnership to its partners or retired partners in accordance with partnership interests, (2) an individual to a Related Transferee or trust for the benefit of such individual or Related Transferee or (3) a trustee for the benefit of others to a successor trustee. Upon the transfer of Securities in accordance with this OptionAgreement, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws transferee of such jurisdiction apply) Securities shall be deemed conditioned upon a "Stockholder" hereunder. Any attempted transfer of Securities other than in accordance with this Agreement and the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option Registration Rights Agreement shall be null and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commissionvoid, and the Company shall not recognize any applicable state securities lawssuch attempted transfer nor reflect in its records any change in ownership of Securities pursuant thereto, nor issue any certificate or other evidence of ownership of Securities in connection therewith.

General Restrictions. Executive understands that the shares underlying the options granted hereby have not been registered with the Securities and Exchange Commission or listed with the New York Stock Exchange. The Corporation shall Company will not be required obligated to sell or issue any shares of Common Stock under covered by this Option option if counsel to the sale or Company determines that such issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation of any provision of violate any law or regulation of any governmental authorityauthority or any agreement between the Company and the New York Stock Exchange or any other national securities exchange upon which the Common Stock is quoted or listed. In connection with any issuance or transfer, including without limitation any federal or state securities laws or regulationsthe person acquiring the shares shall, if requested by the Company, give assurances satisfactory to counsel to the Company regarding such matters as the Company may deem desirable to assure compliance with all legal requirements. If This option shall be subject to the requirement that if, at any time time, the Corporation Committee shall determine, in its discretion, that the listing, registration or qualification of any the shares subject to this Option upon option on the New York Stock Exchange, any securities exchange or under any state or federal law, or that the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, this option or the issuance issue or purchase of sharesshares under this option, this Option may not option shall be exercised in whole or in part unless subject to the condition that such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCommittee. In addition, Executive understands, acknowledges and any delay caused thereby shall in no way affect agrees that the date of termination grant of this Option. Specifically in connection with option and the Securities Act, unless a registration statement under such Act is in effect with respect to the delivery of any shares of Common Stock covered by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or Agreement are subject to an available exemption from registrationany clawback policies the Company may adopt in compliance with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation Section 10D of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Exchange Act of 1933, as amended or 1934 and any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Restricted Stock or Unrestricted Stock under this Option Award if the sale or issuance of such shares Restricted Stock or Unrestricted Stock would constitute a violation by the individual exercising this Option Participant or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Restricted Stock or Unrestricted Stock subject to this Option Award upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this Option Award 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 CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this OptionAward. Specifically Specifically, in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Restricted Stock covered by this OptionAward, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option Award may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, binding and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to this Award to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Restricted Stock portion of this Option Award shall not be exercisable delivered unless and until the shares of Restricted Stock covered by this Option Award are registered or are subject to an available exemption from registration, the exercise delivery of the Restricted Stock portion of this Option Award (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation S1C shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation S1C of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation S1C shall determine, in its discretion, that the listing, registration registration, or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationS1C, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically Specifically, in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation S1C shall not be required to sell or issue such shares unless the Corporation S1C has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation S1C shall be final, binding, and conclusive. The Corporation S1C may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation S1C shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At The Option shall not be exercisable unless the time of any exercise of this Option, the Corporation may, as a condition precedent Optionee shall have received all required regulatory approvals with respect to the exercise of this Option, require from the Holder ownership of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) Stock to be issued upon such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities lawsexercise.

General Restrictions. The Corporation Each Stock Award granted under the Plan shall not be required subject to sell or issue any shares of Stock under this Option the requirement that, if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Board of Directors shall determine, in its discretion, that the listing, registration registration, or qualification of any the shares subject to this Option of Common Stock issuable or transferable under the Stock Award upon any securities exchange or under any state or federal law, or the consent or approval of any government governmental regulatory body, body is necessary or desirable as a condition of, or in connection with, the issuance granting of the Stock Award or purchase the issue or transfer, of sharesshares of Common Stock thereunder, this Option may shares of Common Stock issuable or transferable under any Stock Award shall not be exercised issued or transferred, in whole or in part part, unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation, and any delay caused thereby shall in no way affect the date Board of termination of this Option. Specifically in connection with the Securities Act, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusiveDirectors. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation Company shall not be obligated to take sell or issue any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Common Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or manner in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation contravention of the Securities Act or any similar or superseding statute or statutesAct, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Exchange Act of 19331934, as amended or any applicable state securities laws(the “Exchange Act”), in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities lawslaw, the rules and regulations promulgated thereunder or the rules and regulations of any securities exchange or over the counter market on which the Common Stock is listed or in which it is included for quotation. The Board of Directors may, in connection with the granting of Stock Awards, require the individual to whom the award is to be granted to enter into an agreement with the Company stating that as a condition precedent to the receipt of shares of Common Stock issuable or transferable under the Stock Award, in whole or in part, he shall, if then required by the Company, represent to the Company in writing that such receipt is for investment only and not with a view to distribution, and also setting forth such other terms and conditions as the Committee may prescribe. Such agreements may also, in the discretion of the Committee, contain provisions requiring the forfeiture of any Stock Awards granted and/or Common Stock held, in the event of the termination of employment or association, as the case may be, of the award recipient with the Company. Upon any forfeiture of Common Stock pursuant to an agreement authorized by the preceding sentence, the Company shall pay consideration for such Common Stock to the award recipient, pursuant to any such agreement, without interest thereon.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this Option the Award if the sale or issuance of such shares would constitute a violation by the individual exercising this Option Recipient or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares subject to this Option the Award upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this Option the Award may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this Optionthe Award. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Optionthe Award, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option the Award may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to the Award to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Award and/or the Option shall not be exercisable unless and until the shares of Stock covered by this Option the Award are registered or are subject to an available exemption from registration, the exercise of this the Award and/or the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Common Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares of Common Stock subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this 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 CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically Specifically, in connection with the Securities ActAct of 1933, upon notice of exercise of the Option, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Committee has received evidence satisfactory to it the Committee that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Committee shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares Common Stock pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation (a) No Stockholder shall not be required to sell Transfer or issue any shares of Stock under this Option if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation otherwise dispose of any Capital Stock at any time, unless such Transfer complies with Section 2.1(b) of this Agreement and complies with any other provision of Article 2 of this Agreement that is expressly applicable to such Stockholder. (b) Each Stockholder may Transfer all, or any law part of, or regulation of any governmental authorityinterest in, including without limitation any federal or state securities laws or regulations. If the Capital Stock held by it at any time the Corporation shall determine, in its discretionto a Permitted Transferee of such Stockholder; provided, that the listing, registration or qualification of any shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, such Transfer otherwise is necessary or desirable as a condition of, or made in connection with, the issuance or purchase of shares, this 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 Corporation, and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection accordance with the Securities Act, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation requirements of the Securities Act or pursuant to any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered exemption from registration under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws. No Transfer to a Permitted Transferee shall be made pursuant to the immediately preceding sentence unless the Permitted Transferee (except in any instance in which such Permitted Transferee is the Company) shall have executed and delivered to the Company, as a condition to its acquisition of such Capital Stock, an instrument in form and substance reasonably satisfactory to the Company confirming that such Permitted Transferee takes such Capital Stock, or interest therein, subject to, and agrees to be bound by, all the terms, conditions and obligations of this Agreement. Notwithstanding the foregoing provisions of this Section 2.1(b), the restrictions imposed by this Section 2.1(b) upon the transferability of any Capital Stock shall terminate when such Capital Stock has been registered under the Securities Act. In connection with the termination of restrictions on transferability of Capital Stock provided for hereunder, the holder of a certificate representing such Capital Stock as to which such restrictions shall have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for such Capital Stock not bearing the restrictive legend set forth in Section 2.5. (c) The rights granted to each Stockholder under this Article 2 shall inure to the benefit of any of its respective Permitted Transferees as though such Permitted Transferee were the same type of stockholder as the Transferor; provided, however, that such Permitted Transferee shall be required to comply with all applicable provisions of this Article 2 to the same extent as the Transferor Stockholder.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this Option the Award if the sale or issuance of such shares would constitute a violation by the individual exercising this Option Recipient or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares of Stock subject to this Option the Award upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares of Stock, this Option the Award may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this Optionthe Award. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Optionthe Award, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option the Award may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares of Stock pursuant thereto to the Award to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Award shall not be exercisable granted or paid unless and until the shares of Stock covered by this Option the Award are registered or are subject to an available exemption from registration, the exercise grant or payment of this Option the Award (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation shall not be required to sell or issue any shares of Stock under this Option if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this 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 Corporation, and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with the Securities Act, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended amended, or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, that the listing, registration registration, or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically Specifically, in connection with the Securities Act of 1933 (as now in effect or as hereafter amended) (the “1933 Act”), unless a registration statement under such the 1933 Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such the 1933 Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities 1933 Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At The Option shall not be exercisable unless the time of any exercise of this Option, the Corporation may, as a condition precedent Optionee shall have received all required regulatory approvals with respect to the exercise of this Option, require from the Holder ownership of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) Stock to be issued upon such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities lawsexercise.

General Restrictions. The Corporation shall not be required to sell or issue any shares of Stock under Except as specifically permitted by this Option if Article VIII, (a) the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation of any provision of any law or regulation of any governmental authorityassignment, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determinetransfer, in its discretion, that the listing, registration or qualification of any shares subject to this Option upon any securities exchange or under any state or federal lawconveyance, or the consent other disposal of this Agreement or approval any of any government regulatory bodySeller’s rights, is necessary obligations, interests or desirable as a condition ofresponsibilities hereunder, or in connection with, the issuance or purchase of shares, this Option may not be exercised in whole or in part unless part, without the prior express written consent of NYSERDA is prohibited and shall be void ab initio and of no effect as to NYSERDA and (b) any Change of Control without the prior express written consent of NYSERDA shall constitute an Event of Default under this Agreement. Any such listingconsent shall not be unreasonably withheld, registrationconditioned, qualificationor delayed. Seller agrees to reimburse NYSERDA for NYSERDA’s reasonable costs and expenses incurred by its use of outside attorneys, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporationconsultants, accountants and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically advisors in connection with this Agreement in response toany of Seller’s requests for NYSERDA’s consent made pursuant to this Section 8.01, without regard to whether such consent is provided. NYSERDA shall provide an invoice to Seller for such charges, with appropriate documentation, and Seller shall pay such invoice within thirty (30) days. When assignable, this Agreement shall be binding upon, shall inureWithout limiting NYSERDA’s right to reasonably withhold any requested consent, any NYSERDA consent will, in any event, be conditioned on (x) the Securities Actbenefit of,execution and may be performed by, the successors delivery by ▇▇▇▇▇▇ and assigneesits proposed assignee of an instrument of the Parties; provided, however, that no assignment, pledge or other transfer of this Agreement by Seller shall operate pursuant to release Seller from any of its which such assignee assumes all of Seller’s duties and obligations under this Agreement (and shall not impair any , (y) delivery by such assignee of Contract Security to NYSERDA in substitution of the Contract Security provided by Seller hereunder) unless a registration statement such assignee, pledgee or transferee (a) agrees in writing to assume all of Seller’s obligations under such Act is this Agreement, and (b) provides Contract Security to replace that previously provided by Seller, in effect which , and (z) the execution and delivery by Seller and NYSERDA of mutual releases of liability with respect to the shares this Agreement, in each case, at Seller's request, NYSERDA (or its successors or assigns) will execute a release of Stock covered by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence Seller from its obligations thereunder. in form and substance satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities lawsNYSERDA.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Shares under this the Option if the sale or issuance of such shares Shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesShares hereunder, this 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 CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock Shares covered by this the Option, the Corporation Company shall not be required to sell or issue such shares Shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares Shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock Shares covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue -------------------- any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Corporationcompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically Specifically, in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. (a) The Corporation Company shall not be required to sell or issue any shares of Stock under this Option if the sale or issuance of such shares would shall constitute a violation by the individual exercising this Option Optionee or by the Corporation Company of any provision provisions of any law or regulation of any governmental authority. This Option granted hereunder shall be subject to the requirement that, including without limitation any federal or state securities laws or regulations. If if at any time the Corporation Board shall determine, in its discretion, determine that (i) the listing, registration or qualification of any the shares of Common Stock subject to this Option or related thereto upon any securities exchange or under any state or federal law, or (ii) the consent or approval of any government governmental regulatory body, or (iii) an agreement by the Optionee with respect to the disposition of shares of Common Stock is necessary or desirable (in connection with any requirement or interpretation of any federal or state securities law, rule or regulation) as a condition of, or in connection with, the issuance granting of this Option or the issuance, purchase or delivery of sharesshares of Common Stock thereunder, this Option may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, approval or approval agreement shall have been effected or obtained free of any conditions not acceptable to the CorporationBoard. (b) The Optionee hereby (i) represents and warrants that any shares of Common Stock issued, transferred or delivered to, or acquired by, the Optionee pursuant to this Agreement shall be acquired solely for the Optionee's own account for investment, and not with a view to any delay caused thereby shall distribution thereof that would violate the Securities Act of 1933 (the "Securities Act") or the applicable securities laws of any state, (ii) agrees that he will not distribute any such shares of Common Stock in no way affect violation of the date Securities Act or the applicable securities laws of termination any state, and (iii) acknowledges that, unless notified to the contrary by the Company, such shares of Common Stock will not have been registered under the Securities Act or the securities laws of any state and must be held indefinitely unless subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration becomes or is available. (c) In the event the shares issuable on exercise of this Option. Specifically in connection Option are not registered under the Securities Act of 1933, the Company may imprint on the certificate for such shares the following legend or any other legend which counsel for the Company considers necessary or advisable to comply with the Securities Act, unless a registration statement under such Act is in effect with respect to the of 1933: "The shares of Stock covered stock represented by this Option, certificate have not been registered under the Corporation shall Securities Act of 1933 or under the securities laws of any state and may not be required to sell sold or issue transferred except upon such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection or upon receipt by the Corporation shall be finalof an opinion of counsel satisfactory, bindingin form and substance to the Corporation, and conclusive. that registration is not required for such sale or transfer." The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended) and, in the event any shares are so registered, the Company may remove any legend on certificates representing such shares. The Corporation Company shall not be obligated to take any other affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. (a) The Corporation Company shall not be required to sell deliver any certificate upon the exercise of this option until it has been furnished with such opinion, representation or issue any shares of Stock under this Option if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation of any provision of other document as it may reasonably deem necessary, to ensure compliance with any law or any regulation of the Securities and Exchange Commission or any other governmental authorityauthority having jurisdiction over the Company, including without limitation the Employee, the Plan, or the shares to be optioned under the Plan or any federal or state securities laws or regulationsinterests granted thereunder. If This option is also subject to the requirement that if at any time the Corporation Board of Directors of the Company shall determine, in its discretion, that the listing, registration or qualification of any the shares (or the interests evidenced hereby) subject to this Option option upon any securities exchange or under any state or federal law, or the consent or approval of any government governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance granting of this option or the issue or purchase of sharesshares hereunder (or the interests evidenced hereby), this Option may option shall not be exercised in whole or in part and the interests evidenced hereby shall have no validity unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation, Committee in the exercise of its reasonable judgment. (b) Until the Company’s shares of Common Stock are publicly traded and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with shares subject to the Securities Act, unless option are covered by a registration statement under such Act is in effect or other materials filed with respect to the shares of Stock covered and declared effective by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and or any applicable state foreign securities regulator, the shares obtained by exercising this option shall not be transferable, except as permitted by applicable securities laws, and shall bear the following legend: (c) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ANY APPLICABLE FOREIGN SECURITIES LAWS OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED BY SAID ACT, FOREIGN SECRUTIES LAWS OR STATE LAWS.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual person or entity exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this 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 CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but except as specifically provided in Section 7 shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At The Company represents and warrants that the time of any exercise provisions of this OptionSection 6 are substantially equivalent to those relating to the same subject matter and presently set forth in the Company's 1995 Stock Option Plan, differing only to reflect that the Optionee is a corporation and a consultant to the Company and not a person employed by the Company. In the event that the provisions of the Company's 1995 Stock Option Plan comparable to the provisions of this Section 6 are amended, the Corporation may, Company shall offer to amend this Section 6 so that the provisions of this Section 6 as a condition precedent amended are substantially equivalent to those relating to the exercise of this Option, require from the Holder of the Option (or same subject matter and set forth in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Company's 1995 Stock Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, Plan as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this 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 CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1993 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as not in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement requirements that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. (1) The Corporation Company shall not be required to sell deliver any certificate upon the exercise of this option until it has been furnished with such opinion, representation or issue any shares of Stock under this Option if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation of any provision of other document as it may reasonably deem necessary to ensure compliance with any law or any regulation of the Securities and Exchange Commission or any other governmental authorityauthority having jurisdiction over the Company, including without limitation the Employee, the Plan, or the shares to be optioned under the Plan or any federal or state securities laws or regulationsinterests granted thereunder. If This option is also subject to the requirement that if at any time the Corporation Board of Directors of the Company shall determine, in its discretion, that the listing, registration or qualification of any the shares (or the interests evidenced hereby) subject to this Option option upon any securities exchange or under any state foreign, or federal law, or the consent or approval of any government governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance granting of this option or the issue or purchase of sharesshares hereunder (or the interests evidenced hereby), this Option may option shall not be exercised in whole or in part and the interests evidenced hereby shall have no validity unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation, Committee in the exercise of its reasonable judgment. (2) Until the Company’s shares of Common Stock are publicly traded and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with shares subject to the Securities Act, unless option are covered by a registration statement under such Act is in effect filed with respect to the shares of Stock covered and declared effective by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities regulatory body, or any applicable foreign securities regulatory body, the shares obtained by exercising this option shall not be transferable, except as permitted by applicable federal or state securities laws, or any applicable foreign securities laws, and shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ANY APPLICABLE FOREIGN SECURITIES LAWS OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED BY SAID ACT, FOREIGN SECURITIES LAWS OR STATE LAWS.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Shares under this Option the Options if the sale or issuance of such shares Shares would constitute a violation by the individual exercising this Option the Options or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Shares subject to this Option the Options upon any securities exchange or under any state or federal law, or the consent or approval of any government governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesShares hereunder, this Option the Options 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 CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933, upon notice of exercise of any Option, unless a registration statement under such Act is in effect with respect to the shares of Stock Shares covered by this such Option, the Corporation Company shall not be required to sell or issue such shares Shares unless the Corporation Committee has received evidence satisfactory to it that the holder of this such Option may acquire such shares Shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Committee shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option the Options or the issuance of shares Shares pursuant thereto hereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Options shall not be exercisable unless and until the shares of Stock Shares covered by this Option the Options are registered or are subject to an available exemption from registration, the exercise of this Option the Options (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Common Shares under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Common Shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this 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 CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically Specifically, in connection with the Securities ActAct of 1933, upon notice of exercise of the Option, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Committee has received evidence satisfactory to it the Committee that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Committee shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares of Common Shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation company shall not be required to sell or issue any shares of Stock Shares under this Option the Options if the sale or issuance of such shares Shares would constitute a violation by the individual exercising this Option the Options or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, listing registration or qualification of any shares Shares subject to this Option the Options upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesShares hereunder, this Option the Options may not be exercised in whole or in part unless such listing, registration, qualification, qualification consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActUpon notice of exercise of any Option, unless a registration statement under such the Securities Act of 1933, as amended, is in effect with respect to the shares of Stock Shares covered by this such Option, the Corporation Company shall not be required to sell or issue such shares Shares unless the Corporation has Company received evidence satisfactory to it the Company that the holder of this such Option may acquire such shares Shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation company shall be final, binding, binding and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option the Options or the issuance of shares Shares pursuant thereto hereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Options shall not be exercisable unless and until the shares of Stock Shares covered by this Option the Options are registered or are subject to an available exemption from registration, the exercise of this Option the Options (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation EXTEL shall not be required to sell or issue any shares of EXTEL Common Stock under this Option Warrant prior to the obtaining of the Shareholder Approval or if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation EXTEL of any provision of any law or regulation of any governmental authority, including without limitation any limitation, compliance with the registration or qualification requirement of applicable federal or and state securities laws or regulations. If at any time the Corporation EXTEL shall determine, in its discretionbased upon a written opinion of securities counsel, that the listing, registration or qualification of any shares subject to this Option upon any securities exchange or Warrant under any applicable state or federal law, or the consent or approval of any government regulatory body, law is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this Option Warrant may not be exercised in whole or in part unless such listing, registration, qualification, consent registration or approval qualification shall have been effected or obtained free of any conditions not reasonably acceptable to the CorporationEXTEL, and any delay caused thereby shall in no way affect the date of termination of this OptionWarrant. Specifically in connection with the Securities Act of 1933 (as now in effect or as hereafter amended) (the "Securities Act"), unless a registration statement under such the Securities Act is in effect with respect to the shares of EXTEL Common Stock covered by this OptionWarrant, the Corporation EXTEL shall not be required to sell or issue such shares unless the Corporation Board of Directors of EXTEL has received evidence reasonably satisfactory to it that the holder of this Option Warrant may acquire such shares pursuant to an exemption from registration under such the Securities Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, EXTEL's only obligation to register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action Act is set forth in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authorityMerger Agreement. As to any jurisdiction that expressly imposes the requirement that this Option Warrant shall not be exercisable unless and until the shares of EXTEL Common Stock covered by this Option Warrant are registered or are subject to an available exemption from registration, the exercise of this Option Warrant (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation limitation, any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this 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 CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now is effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.an

General Restrictions. The Corporation Delivery of shares of Stock or other amounts under the Plan shall not be required subject to sell or issue the following: (1) Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Stock under this Option if the sale Plan or issuance make any other distribution of benefits under the Plan unless such shares delivery or distribution would constitute a violation by comply with all applicable laws (including, without limitation, the individual exercising this Option or by requirements of the Corporation Securities Act of any provision 1933), and the applicable requirements of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this 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 Corporation, and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with the Securities Act, unless a registration statement under such Act is in effect with respect to similar entity. (2) Unless the shares of Stock covered by this Option, the Corporation shall not to be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares issued pursuant to an exemption from Award are covered by a then current registration statement or a notification under such Act. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to Regulation A under the Securities Act. The Corporation shall not be obligated Act of 1933, the Committee may require an acknowledgment from a Participant as a condition to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless such shares, in form and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent substance satisfactory to the exercise of this OptionCompany, require from the Holder of the Option that (or in the event of his death, his legal representatives, heirs, legatees, or distributeesi) such written representations, if any, concerning his intentions with regard to the retention shares are being purchased for investment and not for distribution or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares asresale (other than a distribution or resale which, in the opinion of counsel satisfactory to the CorporationCompany, may be necessary to ensure that any disposition by such Holder (or in made without violating the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation registration provisions of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws1933), or statements of other applicable restrictions, endorsed thereon, and, as described in (ii) the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have Participant has been issued to the registered owner in reliance upon written representations advised and understands that these shares have been purchased for investment. These such shares have not been registered under the Securities Act of 19331933 and are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1033 and are subject to restrictions on transfer, as amended and the Company is under no obligation to register the such shares under the Securities Act of 1933 or to take any action which would make available to the Participant any exemption from such registration, (iii) such shares may not be transferred without compliance with all applicable federal and state securities laws, in reliance upon and (iv) an exception from registration. Without such registrationappropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the applicable Award Agreement may be endorsed on the certificates. (3) To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Stock, these shares the issuance may be effected on a non-certificated basis, to the extent not be sold, transferred, assigned prohibited by applicable law or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities lawsstock exchange.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Restricted Stock or Unrestricted Stock under this Option the Award if the sale or issuance of such shares Restricted Stock or Unrestricted Stock would constitute a violation by the individual exercising this Option Recipient or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration registration, or qualification of any shares Restricted Stock or Unrestricted Stock subject to this Option the Award upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this Option the Award may not be exercised in whole or in part unless such listing, registration, qualification, consent consent, or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this Optionthe Award. Specifically in connection with the Securities ActAct of 1933 (as now in effect or as hereafter amended), unless a registration statement under such Act is in effect with respect to the shares of Restricted Stock covered by this Optionthe Award, the Corporation Company shall not be required to sell or issue such shares unless the Corporation Company has received evidence satisfactory to it that the holder of this Option the Award may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933 (as now in effect or as hereafter amended). The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to the Award to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Restricted Stock portion of the Award shall not be exercisable unless and until the shares of Restricted Stock covered by this Option the Award are registered or are subject to an available exemption from registration, the exercise of this Option the Restricted Stock portion of the Award (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Shares under this Option the Options if the sale or issuance of such shares Shares would constitute a violation by the individual exercising this Option the Options or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Shares subject to this Option the Options upon any securities exchange or under any state or federal law, or the consent or approval of any government governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesShares hereunder, this Option the Options may not be exercised in whole or in part unless such listing, registration, qualification, qualification consent or approval shall have been effected or obtained free of any conditions not acceptable to the CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActUpon notice of exercise of any Option, unless a registration statement under such the Securities Act of 1933, as amended, is in effect with respect to the shares of Stock Shares covered by this such Option, the Corporation Company shall not be required to sell or issue such shares Shares unless the Corporation has Committee received evidence satisfactory to it that the holder of this such Option may acquire such shares Shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Committee shall be final, binding, binding and conclusive. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities ActAct of 1933. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option the Options or the issuance of shares Shares pursuant thereto hereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Options shall not be exercisable unless and until the shares of Stock Shares covered by this Option the Options are registered or are subject to an available exemption from registration, the exercise of this Option the Options (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation shall not be required to sell or issue any shares of Stock under this Option if the sale or issuance of such shares would constitute a violation by the individual exercising this Option or by the Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares, this 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 Corporation, and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with the Securities Act, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Nonstatutory Stock Option Agreement for Bre▇▇ ▇▇▇▇▇ ▇▇ted February 7, 2001 Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended amended, or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation Company shall not be required to sell or issue any shares of Stock Shares under this Option the Options if the sale or issuance of such shares Shares would constitute a violation by the individual exercising this Option the Options or by the Corporation Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation Company shall determine, in its discretion, that the listing, registration or qualification of any shares Shares subject to this Option the Options upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesShares hereunder, this Option the Options 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 CorporationCompany, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically in connection with the Securities ActAct of 1933, upon notice of exercise of any Option, unless a registration statement under such Act is in effect with respect to the shares of Stock Shares covered by this such Option, the Corporation Company shall not be required to sell or issue such shares Shares unless the Corporation Company has received evidence satisfactory to it the Company that the holder of this such Option may acquire such shares Shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Company shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option the Options or the issuance of shares Shares pursuant thereto hereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option the Options shall not be exercisable unless and until the shares of Stock Shares covered by this Option the Options are registered or are subject to an available exemption from registration, the exercise of this Option the Options (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation shall not be required to sell or issue any shares of Common Stock under this the Option if the sale or issuance of such shares would constitute a violation by the individual exercising this the Option or by the Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, that the listing, registration or qualification of any shares of Common Stock subject to this the Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase of sharesshares hereunder, this 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 Corporation, and any delay caused thereby shall in no way affect the date of termination of this the Option. Specifically Specifically, in connection with the Securities ActAct of 1933, upon notice of exercise of the Option, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this the Option, the Corporation shall not be required to sell or issue such shares unless the Corporation Committee has received evidence satisfactory to it the Committee that the holder of this the Option may acquire such shares pursuant to an exemption from registration under such Act. Any determination in this connection by the Corporation Committee shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this the Option or the issuance of shares of Common Stock pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this the Option shall not be exercisable unless and until the shares of Stock covered by this the Option are registered or are subject to an available exemption from registration, the exercise of this the Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such sale, transfer, assignment or disposition will not be in violation of the Securities Act of 1933, as amended, applicable rules and regulations of the Securities and Exchange Commission, and any applicable state securities laws.

General Restrictions. The Corporation No Stockholder shall not be required to sell sell, transfer, assign or issue otherwise dispose of, pledge, hypothecate or otherwise encumber any shares of Stock under this Option if the sale Stockholder Shares or issuance of such shares would constitute a violation by the individual exercising this Option Additional Stockholder Shares, whether voluntarily or by the Corporation operation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable except as a condition of, or provided in connection with, the issuance or purchase of shares, this 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 Corporation, and any delay caused thereby shall in no way affect the date of termination of this Option. Specifically in connection with the Securities Act, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by this Option, the Corporation shall not be required to sell or issue such shares unless the Corporation has received evidence satisfactory to it that the holder of this Option may acquire such shares pursuant to an exemption from registration under such ActAgreement. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Corporation shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that this Option shall not be exercisable unless and until the shares of Stock covered by this Option are registered or are subject to an available exemption from registration, the exercise of this Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. At the time of any exercise of this Option, the Corporation may, as a condition precedent to the exercise of this Option, require from the Holder of the Option (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning his intentions with regard to the retention or disposition of the shares being acquired by exercise of this Option and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by such Holder (or in the event of his death, his legal representatives, heirs, legatees, or distributees), will not involve a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for shares of Stock, when issued, may have the following or similar legend (in the event the shares of Stock covered by this Option are not then registered under the Securities Act and under applicable state securities laws), or statements of other applicable restrictions, endorsed thereon, and, as described in the preceding sentence, may not be immediately transferable: The shares of Stock evidenced by this certificate have been issued to the registered owner in reliance upon written representations that these shares have been purchased for investment. These shares have not been registered under the Securities Act of 1933, as amended or any applicable state securities laws, in reliance upon an exception from registration. Without such registration, these shares may not be sold, transferred, assigned or otherwise disposed of unless, in the opinion of the Corporation and its legal counsel, such purported sale, transfer, assignment or other disposition will not be or pledge, hypothecation or other encumbrance in violation of the Securities Act of 1933, as amended, applicable rules this Agreement shall be void and regulations ineffectual and shall not operate to transfer any interest or title. All stock certificates for any Stockholder Shares or Additional Stockholder Shares held by or to be hereafter issued to any of the Securities Stockholders shall contain a restrictive endorsement subjecting the transfer, assignment or other disposition, or the pledge, hypothecation or other encumbrance, of the Stockholder Shares and Exchange CommissionAdditional Stockholder Shares thereby represented to the terms and conditions of this Agreement and each of the Stockholders shall surrender to ATI at the time of execution of this Agreement all stock certificates for Stockholder Shares for the purpose of placing such a legend on such certificates. In the event any Stockholder shall fail to deliver to ImmunoGen any stock certificate representing shares which such Stockholder is obligated to transfer to ImmunoGen pursuant to the terms of this Agreement, then, upon deposit in a separate account, which need not bear interest, of the purchase price for such shares as determined in accordance with the terms of this Agreement, ATI shall be entitled to treat such shares as transferred in accordance with the terms of this Agreement, to treat such transferee as the owner of such shares for all purposes and to deem cancelled the certificate or certificates issued in the name of such Stockholder for such shares. The purchase price so deposited shall be paid to such Stockholder from such account upon surrender by such Stockholder of the certificate or certificates representing such shares. ATI shall not be required to transfer any applicable state securities lawsStockholder Shares or Additional Stockholder Shares which shall have been purportedly sold or transferred in violation of this Agreement or to treat as the owner of such Stockholder Shares or Additional Stockholder Shares, whether for purposes of voting such Stockholder Shares or Additional Stockholder Shares, receiving any dividends or other distributions or for any other purpose, any such purported transferee.