Common use of Restrictions on Option Shares Clause in Contracts

Restrictions on Option Shares. Optionee may not sell, pledge, or otherwise transfer any interest in any Common Shares (the “Option Shares”) acquired pursuant to exercise of the Option except pursuant to an effective registration under the Securities Act of 1933, as amended (the “Act”) and the applicable state securities laws (“State Acts”) or if exemptions from such registration are available. Optionee understands that the Company may require an opinion of Optionee’s counsel or other evidence satisfactory to the Company that any such transfer is not in violation of the Act or State Acts. Unless the Option Shares are subject to an effective registration, the certificates representing the Option Shares will bear a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS UNLESS EXEMPTIONS FROM REGISTRATION THEREUNDER ARE AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF VITACUBE SYSTEMS HOLDINGS, INC. (THE “COMPANY”).

Restrictions on Option Shares. Optionee may not sell, pledge, or otherwise transfer any interest in any Common Shares Unless the Issuer has on file with the Securities and Exchange Commission (the “"SEC") an effective registration statement covering the reoffer or resale of the Option Shares”) acquired pursuant Shares issued to the Holder, each certificate for Option Shares issued upon the exercise of the Option except pursuant to an effective registration under the Securities Act of 1933Option, as amended (the “Act”) and the applicable state securities laws (“State Acts”) shall be stamped or if exemptions from such registration are available. Optionee understands that the Company may require an opinion of Optionee’s counsel or other evidence satisfactory to the Company that any such transfer is not in violation of the Act or State Acts. Unless the Option Shares are subject to an effective registration, the certificates representing the Option Shares will bear otherwise imprinted with a legend in substantially as followsthe following form: THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “"SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS "), AND THEY MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND APPLICABLE STATE SECURITIES LAWS UNLESS EXEMPTIONS IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION THEREUNDER ARE AVAILABLEUNDER THE SECURITIES ACT, BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE AVAILABILITY WRITTEN OPINION OF WHICH MUST BE ESTABLISHED COUNSEL TO THE SATISFACTION OF VITACUBE SYSTEMS HOLDINGSISSUER, INC. (OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE “COMPANY”)ISSUER, THAT THE PROPOSED DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT.