Common use of Not a Public Offering Clause in Contracts

Not a Public Offering. If the Participant is resident outside the United States, the grant of Restricted Stock under the Plan is not intended to be a public offering of securities in the Participant’s country of residence. The Company has not submitted any registration statement, prospectus or other filings to securities authorities outside the United States unless otherwise required under local law, and the grant of Restricted Stock is not subject to the supervision of securities authorities outside the United States.

Not a Public Offering. If the Participant is resident outside the United States, neither the grant of Restricted the Stock Option under the Plan nor the issuance of the underlying shares of Stock upon exercise of the Stock Option is not intended to be a public offering of securities in the Participant’s country of residence. The Company has not submitted any registration statement, prospectus or other filings to the local securities authorities outside the United States unless otherwise required under local law, and the grant of Restricted Stock Options is not subject to the supervision of securities authorities outside the United States.