Common use of Requirements of Law Clause in Contracts

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock under the Option if the sale or issuance would constitute a violation by the Optionee or the Company of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, as amended, upon exercise of the Option, the Company shall not be required to issue such shares of Stock unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulation.

Requirements of Law. The Company shall not be required to sell or issue any shares of its Stock under the Option any Award if the sale or issuance issuing those shares of Stock would constitute or result in a violation by the Optionee Holder or the Company of any provisions provision of any state or federal law, rule statute or regulationregulation of any governmental authority. In additionSpecifically, in connection with any applicable statute or regulation relating to the Securities Act registration of 1933, as amendedsecurities, upon exercise of the Optionany Option or pursuant to any other Award, the Company shall not be required to issue such any shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee Holder will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be except in accordance with applicable under federal and state lawslaw, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon including receipt by the Company of an opinion of counsel satisfactory to the Company to the effect that registration is not required for such sale or transfer." any proposed transfer complies with applicable law. The Corporation determination by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any securities shares of Stock covered hereby by the Plan pursuant to the Securities Act applicable securities laws of 1933; and in any country or any political subdivision. In the event the shares of Stock issuable on exercise of an Option or pursuant to any shares other Award are so not registered, the Company may, in its discretion, remove may imprint on the certificate evidencing the shares of Stock any legend on certificates representing that counsel for the Company considers necessary or advisable to comply with applicable law, or, should the shares of Stock be represented by book or electronic entry rather than a certificate, the Company may take such sharessteps to restrict transfer of the shares of Stock as counsel for the Company considers necessary or advisable to comply with applicable law. The Company shall not be obligated to take any other affirmative action in order to cause or enable the exercise of the an Option or any other Award, or the issuance of shares of Stock pursuant thereto thereto, to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company Chico's shall not be required to sell or issue any shares of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee or the Company of any provisions of any state law or federal law, rule or regulationregulation of any governmental authority. In additionSpecifically, in connection with the Securities Act of 1933, as amended1933 (the "Act"), upon exercise of the Option, unless a registration statement under the Company Act is in effect with respect to the shares of Common Stock covered by the Option, Chico's shall not be required to issue such shares of Stock unless the Company Chico's has received evidence reasonably satisfactory to it to the effect that the Optionee will not transfer Director is acquiring such shares except pursuant to for investment and not with a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel view to the Company has been received to distribution thereof, and unless the effect that such registration is not required. certificate issued representing the shares of Common Stock bears the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND APPLICABLE STATE SECURITIES LAWS." Any reasonable determination in this regard connection by the Company Chico's shall be final, binding and conclusive. Certificates representing At such time as a registration statement under the Act is in effect with respect to the shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Common Stock represented by this certificate have not been registered under certificates bearing the Securities Act of 1933 above legend or under at such time as, in the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory for Chico's, such legend is no longer required solely for compliance with applicable securities laws, then the holders of such certificates shall be entitled to the Company that registration is not required exchange such certificates for certificates representing a like number of shares but without such sale or transfer." The Corporation legend. Chico's may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company Chico's shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company shall not be required to sell or issue any shares of its Stock under the Option this option if the sale or issuance would of such shares shall constitute a violation by the Optionee or the Company of any provisions of any state law or federal law, rule or regulationregulation of any governmental authority. In addition, Specifically in connection with the Securities Act of 1933, 1933 (as now in effect or hereunder amended) (the "'33 Act"), upon exercise of this option, unless a registration statement under the Option'33 Act is in effect with respect to the shares of Class A Stock covered hereby, the Company shall not be required to issue such shares of Stock unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such issuance of shares except pursuant to a is exempt from the registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise provisions of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities '33 Act, the Company may imprint Optionee is acquiring such shares for investment and not with a view to distribution thereof, and unless the certificate issued representing the share of Class A Stock bears a legend in substantially the following legend or any other legend which counsel to the Company considers necessary or advisableform: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state State and may not be sold or transferred except upon such registration or upon receipt by the Company corporation of an opinion of counsel satisfactory to for the Company Corporation that registration is not required for such sale or transfer." Any determination in this connection by the Company shall be final, binding and conclusive. At such time as a registration statement under the '33 Act is in effect with respect to the shares of Class A Stock represented by certificates bearing the above legend or at such time as, in the opinion of counsel for the Company, such legend is no longer required solely for compliance with applicable securities laws, then the holders of such certificates shall be entitled to exchange such certificates for certificates representing a like number of shares but without such legend. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the '33 Act. Specifically in connection with The Securities Act of 1933; and the State of Texas (as now in effect or hereafter amended) (the event any "Texas Act"), upon exercise of this option, unless a registration statement under the Texas Act is in effect with respect to the shares are so registeredof Class A Stock covered hereby, the Company shall not be required to issue such shares unless, in the opinion of counsel for the Company, the issuance of such shares is exempt from the provisions of the Texas Act. The Company may, but shall in its discretionno event be obligated to, remove register any legend on certificates representing such sharessecurities covered hereby pursuant to the Texas Act. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option this option or the issuance of shares pursuant thereto hereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock any securities under the Option if the sale or issuance of such securities would constitute a violation by the Optionee Optionee, the individual exercising the Option, or the Company of any provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or federal lawregulations. If at any time the Company shall determine, rule in its discretion, that the listing, registration or regulationqualification of any securities subject to the Option upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of securities hereunder, 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 Company, and any delay caused thereby shall in no way affect the date of termination of the Option. In addition, Specifically in connection with the Securities Act of 1933, as amended1933 Act, upon the exercise of the Option, unless a registration statement under such act is in effect with respect to the securities covered by the Option, the Company shall not be required to sell or issue such shares of Stock securities unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of such shares except Option may acquire such securities pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredact. Any determination in this regard connection by the Company Committee shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the The Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares0000 Xxx. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares securities pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Option shall not be exercisable until the securities covered by such Option are registered or are exempt from registration, the exercise of such 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.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock any securities under the Option if the sale or issuance of such securities would constitute a violation by the Optionee Optionee, the individual exercising the Option, or the Company of any provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or federal lawregulations. If at any time the Company shall determine, rule in its discretion, that the listing, registration or regulationqualification of any securities subject to the Option upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of securities hereunder, 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 Company, and any delay caused thereby shall in no way affect the date of termination of the Option. In addition, Specifically in connection with the Securities Act of 1933, as amended1933 Act, upon the exercise of the Option, unless a registration statement under such act is in effect with respect to the securities covered by the Option, the Company shall not be required to sell or issue such shares of Stock securities unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of such shares except Option may acquire such securities pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredact. Any determination in this regard connection by the Company Committee shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the The Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares1933 Act. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares securities pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Option shall not be exercisable until the securities covered by such Option are registered or are exempt from registration, the exercise of such 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.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock any Shares under the Option Agreement if the sale or issuance of such Shares would constitute a violation by the Optionee Holder or by the Company of any provisions 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 Company shall determine, in its discretion, that the listing, registration or qualification of any Shares subject to the Restricted Share Agreement upon any securities exchange or under any state or federal law, rule or regulationthe consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of Shares hereunder, the Restricted Shares shall not vest 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 Company. In addition, Specifically in connection with the Securities Act of 19331933 (as now in effect or as hereafter amended), as amended, upon exercise of unless a registration statement under such Act is in effect with respect to the OptionShares covered by the Restricted Share Agreement, the Company shall not be required to issue such shares of Stock Shares unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer Holder may acquire such shares except Shares pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the The Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and 1933 (as now in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shareseffect or as hereafter amended). The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares Shares pursuant thereto to comply with any state or federal law or regulation.regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Restricted Shares shall not vest unless and until the Shares covered by the Restricted Share Agreement are registered or are subject to an available exemption from registration, the vesting of the Restricted Shares (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. RESTRICTED SHARE AGREEMENT PAGE 4

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock under the Option if the sale or issuance would constitute a violation by the Optionee or the Company of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, as amended, upon exercise of the Option, the Company shall not be required to issue such shares of Stock unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "“The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." ” The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulation.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock any Shares under the Option any Award if the sale or issuance issuing those Shares would constitute or result in a violation by the Optionee Holder or the Company of any provisions provision of any state or federal law, rule statute or regulationregulation of any governmental authority. In additionSpecifically, in connection with any applicable statute or regulation relating to the Securities Act registration of 1933, as amendedsecurities, upon exercise of the Optionany Option or pursuant to any other Award, the Company shall not be required to issue such shares of Stock any Shares unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee Holder will not transfer such shares the Shares except pursuant to a registration statement in effect under the Securities Act of 1933accordance with applicable law, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon including receipt by the Company of an opinion of counsel satisfactory to the Company to the effect that registration is not required for such sale or transfer." any proposed transfer complies with applicable law. The Corporation determination by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any securities Shares covered hereby by the Plan pursuant to the Securities Act applicable securities laws of 1933; and in any country or any political subdivision. In the event the Shares issuable on exercise of an Option or pursuant to any shares other Award are so not registered, the Company may, in its discretion, remove may imprint on the certificate evidencing the Shares any legend on certificates representing that counsel for the Company considers necessary or advisable to comply with applicable law, or, should the Shares be represented by book or electronic entry rather than a certificate, the Company may take such sharessteps to restrict transfer of the Shares as counsel for the Company considers necessary or advisable to comply with applicable law. The Company shall not be obligated to take any other affirmative action in order to cause or enable the exercise of the an Option or any other Award, or the issuance of shares Shares pursuant thereto thereto, to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company Corporation shall not be required to sell or issue shares of its Stock any securities under the Option if the sale or issuance of such securities would constitute a violation by the Optionee Optionee, the individual exercising the Option, or the Company Corporation of any provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or federal lawregulations. If at any time the Corporation shall determine, rule in its discretion, that the listing, registration or regulationqualification of any securities subject to the Option upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of securities hereunder, 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 the Option. In addition, Specifically in connection with the Securities Act of 1933, as amended1933 Act, upon the exercise of the Option, unless a registration statement under such act is in effect with respect to the Company securities covered by the Option, the Corporation shall not be required to sell or issue such shares of Stock securities unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of such shares except Option may acquire such securities pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredact. Any determination in this regard connection by the Company Committee shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares1933 Act. The Company Corporation shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares securities pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Option shall not be exercisable until the securities covered by such Option are registered or are exempt from registration, the exercise of such 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.

Requirements of Law. The Company Discount shall not be required to sell or issue any shares of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee or the Company of any provisions of any state law or federal law, rule or regulationregulation of any governmental authority. In additionSpecifically, in connection with the Securities Act of 1933, as amended1933 (the "Act"), upon exercise of the Option, unless a registration statement under the Company Act is in effect with respect to the shares of Common Stock covered by the Option, Discount shall not be required to issue such shares of Stock unless the Company Discount has received evidence reasonably satisfactory to it to the effect that the Optionee will not transfer is acquiring such shares except pursuant to for investment and not with a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel view to the Company has been received to distribution thereof, and unless the effect that such registration is not required. certificate issued representing the shares of Common Stock bears the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND APPLICABLE STATE SECURITIES LAWS." Any reasonable determination in this regard connection by the Company Discount shall be final, binding and conclusive. Certificates representing At such time as a registration statement under the Act is in effect with respect to the shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Common Stock represented by this certificate have not been registered under certificates bearing the Securities Act of 1933 above legend or under at such time as, in the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory for Discount, such legend is no longer required solely for compliance with applicable securities laws, then the holders of such certificates shall be entitled to the Company that registration is not required exchange such certificates for certificates representing a like number of shares but without such sale or transfer." The Corporation legend. Discount may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company Discount shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock under the Option if the sale or issuance would constitute a violation by the Optionee or the Company of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, as amended, upon exercise of the Option, the Company shall not be required to issue such shares of Stock unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." . The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulation.

Requirements of Law. The Company shall not be required to sell or issue any shares of its Stock under the Option any Award if the sale or issuance issuing those shares of Stock would constitute or result in a violation by the Optionee Holder or the Company of any provisions provision of any state or federal law, rule statute or regulationregulation of any governmental authority. In additionSpecifically, in connection with any applicable statute or regulation relating to the Securities Act registration of 1933, as amendedsecurities, upon exercise of the Optionany Option or pursuant to any other Award, the Company shall not be required to issue such any shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee Holder will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be except in accordance with applicable under federal and state lawslaw, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon including receipt by the Company of an opinion of counsel satisfactory to the Company to the effect that registration is not required for such sale or transfer." any proposed transfer complies with applicable law. The Corporation determination by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any securities shares of Stock covered hereby by the Plan pursuant to the Securities Act applicable securities laws of 1933; and in any country or any political subdivision. In the event the shares of Stock issuable on exercise of an Option or pursuant to any shares other Award are so not registered, the Company may, in its discretion, remove may imprint on the certificate evidencing the shares of Stock any legend on certificates representing that counsel for the Company considers necessary or advisable to comply with applicable law, or, should the shares of Stock be represented by book or electronic entry rather than a certificate, the Company may take such sharessteps to restrict transfer of the shares of Stock as counsel for the Company considers necessary or advisable to comply with applicable law. The Company shall not be obligated to take any other affirmative action in order to cause or enable the exercise of the an Option or any other Award, or the issuance of shares of Stock pursuant thereto thereto, to comply with any state or federal law or regulationregulation of any governmental authority. It is the intent of the Company that the grant of any Awards to or other transaction by a Participant who is subject to section 16 of the Exchange Act shall be exempt from section 16 pursuant to an applicable exemption (except for transactions acknowledged in writing to be non-exempt by such Participant). Accordingly, if any provision of this Plan or any Award agreement does not comply with the requirements of Rule 16b-3 as then applicable to any such transaction, such provision shall be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under section 16(b) of the Exchange Act.

Requirements of Law. The Company Corporation shall not be required to sell or issue shares of its Common Stock under the Option if the sale or issuance of such Common Stock would constitute a violation by the Optionee or the Company Corporation of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 19331933 (as now in effect or hereafter amended, as amendedthe “Securities Act”), upon exercise of the Option, the Company Corporation shall not be required to issue such shares of Common Stock unless the Company Corporation has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amendedAct, or unless an opinion of counsel to the Company Corporation has been received by the Corporation to the effect that such registration is not required. Any determination in this regard connection by the Company Corporation shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company Corporation may imprint the following legend or any other legend which counsel to for the Company Corporation considers necessary or advisableadvisable to comply with the Securities Act: "“The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer." ” The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933Act; and in the event any shares are so registered, registered the Company may, in its discretion, Corporation may remove any legend on certificates representing such shares. The Company Corporation shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law law, rule or regulation.

Requirements of Law. The Company Corporation shall not be required to sell or issue any shares of its Stock under the Option if the sale or issuance of such shares would constitute a violation by the Optionee Optionee, the individual exercising the Option, or the Company Corporation of any provisions 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 the Option upon any securities exchange or under any state or federal law, rule or regulationthe consent or approval of any government regulatory or self-regulatory body is necessary or desirable as a condition of, or in connection with the issuance or purchase of shares, 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 the Option. In addition, Specifically in connection with the Securities Act of 1933, 1933 (as now in effect or as hereafter amended), upon the exercise of the any Option, unless a registration statement under such Act is in effect with respect to the Company shares of Stock covered thereby, the Corporation shall not be required to sell or issue such shares of Stock unless the Company Board has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of such Option may acquire such shares except pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company Board shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and 1933 (as now in effect or as hereafter amended) or to register its common stock pursuant to the event any shares are so registered, the Company may, Securities Exchange Act of 1934 (as now in its discretion, remove any legend on certificates representing such shareseffect or as hereafter amended). The Company Corporation shall not be obligated to take any other affirmative action in order to cause the exercisability or vesting of an Option or to cause the exercise of the an Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable unless and until the shares of Stock covered by such Option are registered or are subject to an available exemption from registration, the exercise of such 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.

Requirements of Law. The Company Corporation shall not be required to sell or issue any shares of its Stock under the Option if the sale or issuance of such shares would constitute a violation by the Optionee Optionee, the individual exercising the Option, or the Company Corporation of any provisions 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 the Option upon any securities exchange or under any state or federal law, rule or regulationthe consent or approval of any government regulatory or self-regulatory body is necessary or desirable as a condition of, or in connection with the issuance or purchase of shares, 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 the Option. In addition, Specifically in connection with the Securities Act of 1933, 1933 (as now in effect or as hereafter amended), upon the exercise of the any Option, unless a registration statement under such Act is in effect with respect to the Company shares of Stock covered thereby, the Corporation shall not be required to sell or issue such shares of Stock unless the Company Board has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of such Option may acquire such shares except pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company Board shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and 1933 (as now in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shareseffect or as hereafter amended). The Company Corporation shall not be obligated to take any other affirmative action in order to cause the exercise of the an Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable unless and until the shares of Stock covered by such Option are registered or are subject to an available exemption from registration, the exercise of such 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.

Requirements of Law. The Company shall not be required to sell or issue deliver any shares of its under this Restricted Stock under the Option Unit Agreement if the sale or issuance delivery of such shares would constitute a violation by the Optionee Grantee or by the Company of any provisions 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 Company shall determine, in its discretion, that the listing, registration or qualification of any shares upon any securities exchange or under any state or federal law, rule or regulationthe consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the delivery of shares hereunder, the Restricted Stock Units shall not vest 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 Company. In addition, Specifically in connection with the Securities Act of 19331933 (as now in effect or as hereafter amended), as amended, upon exercise of unless a registration statement under such Act is in effect with respect to the Optionshares, the Company shall not be required to issue deliver such shares of Stock unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer Grantee may acquire such shares except pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the The Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and 1933 (as now in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shareseffect or as hereafter amended). The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance delivery of shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Restricted Stock Units shall not vest unless and until the shares are registered or are subject to an available exemption from registration, the vesting of the Restricted Stock Units (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.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock any Shares under the Option if the sale or issuance of such Shares would constitute a violation by the Optionee individual exercising the Option or by the Company of any provisions 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 Company shall determine, in its discretion, that the listing, registration or qualification of any Shares subject to the Option upon any securities exchange or under any state or federal law, rule or regulationthe 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 hereunder, 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 Company, and any delay caused thereby shall in no way affect the date of termination of the Option. In addition, Specifically in connection with the Securities Act of 19331933 (as now in effect or as hereafter amended), as amended, upon exercise of unless a registration statement under such Act is in effect with respect to the Shares covered by the Option, the Company shall not be required to sell or issue such shares of Stock Shares unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of the Option may acquire such shares except Shares pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the The Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and 1933 (as now in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shareseffect or as hereafter amended). The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Option shall not be exercisable unless and until the Shares covered by the Option are registered or are subject to an available exemption from registration, the exercise of 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.

Requirements of Law. The Company shall not be required to sell or issue shares of its any Stock under the Option if the sale or issuance issuing that Stock would constitute or result in a violation by the Optionee or the Company of any provisions provision of any state or federal law, rule statute, or regulationregulation of any governmental authority. In additionSpecifically, in connection with any applicable statute or regulation relating to the Securities Act registration of 1933, as amendedsecurities, upon exercise of the Option, the Company shall not be required to issue such shares of any Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee holder of the Option will not transfer such shares the Stock except in accordance with applicable law, including receipt of an opinion of counsel satisfactory to the Company to the effect that any proposed transfer complies with applicable law. The determination by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any Stock issuable upon exercise of the Option pursuant to applicable securities laws of any country or any political subdivision. In the event the Stock issuable on exercise of the Option is not registered under applicable U.S. and foreign securities law, the Company may (i) require as a condition to the issuance of the shares of Stock hereunder that Optionee make such representations as may be required by law in order for the shares to be issued and sold to Optionee in compliance with an applicable exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to and applicable state, foreign and local law, and (ii) imprint on the Company has been received to certificate evidencing the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which that counsel to for the Company considers necessary or advisableadvisable to comply with applicable law: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state State and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulation.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock under the Option if the sale or issuance would constitute a violation by the Optionee or the Company of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, as amended, upon exercise of the By accepting this Option, the Company shall not be required to issue such shares Optionee represents and agrees for himself or herself and his or her transferees by will or the laws of Stock descent and distribution that, unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 is in effect as to Shares purchased upon exercise of this Option, (a) any and all Shares so purchased shall be acquired for his or her personal account and not with a view to or for a sale in connection with any distribution, and (b) each notice of the exercise of any portion of this Option shall be accompanied by a representation and warranty in writing, signed by the person entitled to exercise the same, that the Shares are being so acquired in good faith for his or her personal account and not with a view to or for a sale in connection with any distribution. No certificate or certificates for shares of stock purchased upon exercise of this Option shall be issued and delivered unless and until, in the opinion of legal counsel for the Company, such Shares may be issued and delivered without causing the Company to be in violation of or incur any liability under any federal, state or other securities law or other requirement of law or any regulatory body having jurisdiction over the Company. Unless registered under applicable securities laws, certificates evidencing shares of stock purchased upon exercise of this Option shall bear a customary restrictive legend. Optionee understands that the Common Stock of the Company issued upon exercise of the Option will not be registered under applicable federal and state securities laws of any state and will therefore constitute "restricted securities" under applicable securities laws. Such common stock may not be sold resold in the absence of registration under applicable securities laws or transferred except upon such registration or upon receipt by the exemption therefrom. The Company of may require an opinion of counsel satisfactory acceptable to the Company it that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register upon any securities covered hereby pursuant to transfer of the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesShares. The Company shall not undersigned understands that as a condition of exemption from registration under federal securities laws, Optionee may be obligated required to take any other affirmative action in order to cause hold the exercise Common Stock for a period of the Option or the issuance of shares pursuant thereto one year after such Common Stock is issued and that Optionee may be required to comply with any state or federal law or regulationother applicable provisions of Securities and Exchange Commission Rule 144.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock any Shares under the Option Agreement if the sale or issuance of such Shares would constitute a violation by the Optionee Holder or by the Company of any provisions 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 Company shall determine, in its discretion, that the listing, registration or qualification of any Shares subject to the Restricted Share Agreement upon any securities exchange or under any state or federal law, rule or regulationthe consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of Shares hereunder, the Restricted Shares shall not vest 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 Company. In addition, Specifically in connection with the Securities Act of 19331933 (as now in effect or as hereafter amended), as amended, upon exercise of unless a registration statement under such Act is in effect with respect to the OptionShares covered by the Restricted Share Agreement, the Company shall not be required to issue such shares of Stock Shares unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer Holder may acquire such shares except Shares pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the The Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and 1933 (as now in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shareseffect or as hereafter amended). The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares Shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Restricted Shares shall not vest unless and until the Shares covered by the Restricted Share Agreement are registered or are subject to an available exemption from registration, the vesting of the Restricted Shares (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.

Requirements of Law. The Company UTI shall not be required to sell or issue any shares on the exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Employee or the Company UTI of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of UTI or the committee of the Board of Directors of UTI administering the Plan (the "Committee") shall determine that the listing, registration or qualification of the shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Employee has delivered an investment letter to UTI. In addition, specifically in connection with the Securities Act of 1933, 1933 (as now in effect or hereafter amended), upon exercise of the Option, the Company UTI shall not be required to issue such the underlying shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee Employee will not transfer such shares except pursuant to a registration statement in effect under the Securities such Act of 1933, as amended, or unless an opinion of counsel satisfactory to the Company Committee has been received by UTI to the effect that such registration is not required. Any determination in this regard connection by the Company Committee shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities ActAct of 1933, the Company UTI may imprint on the certificate for such shares the following legend or any other legend which that counsel to the Company for UTI considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the advisable to comply with Securities Act of 1933: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON RECEIPT BY THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER. UTI may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company UTI shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares of Common Stock pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company Chico's shall not be required to sell or issue ------------------- any shares of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee or the Company of any provisions of any state law or federal law, rule or regulationregulation of any governmental authority. In additionSpecifically, in connection with the Securities Act of 1933, as amended1933 (the "Act"), upon exercise of the Option, unless a registration statement under the Company Act is in effect with respect to the shares of Common Stock covered by the Option, Chico's shall not be required to issue such shares of Stock unless the Company Chico's has received evidence reasonably satisfactory to it to the effect that the Optionee will not transfer is acquiring such shares except pursuant to for investment and not with a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel view to the Company has been received to distribution thereof, and unless the effect that such registration is not required. certificate issued representing the shares of Common Stock bears the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND APPLICABLE STATE SECURITIES LAWS." Any reasonable determination in this regard connection by the Company Chico's shall be final, binding and conclusive. Certificates representing At such time as a registration statement under the Act is in effect with respect to the shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Common Stock represented by this certificate have not been registered under certificates bearing the Securities Act of 1933 above legend or under at such time as, in the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory for Chico's, such legend is no longer required solely for compliance with applicable securities laws, then the holders of such certificates shall be entitled to the Company that registration is not required exchange such certificates for certificates representing a like number of shares but without such sale or transfer." The Corporation legend. Chico's may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company Chico's shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock any securities under the Option if the sale or issuance of such securities would constitute a violation by the Optionee Optionee, the individual exercising the Option, or the Company of any provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or federal lawregulations. If at any time the Company shall determine, rule in its discretion, that the listing, registration or regulationqualification of any securities subject to the Option upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of securities hereunder, 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 Company, and any delay caused thereby shall in no way affect the date of termination of the Option. In addition, Specifically in connection with the Securities Act of 1933, as amendedAct, upon the exercise of the Option, unless a registration statement under such Securities Act is in effect with respect to the securities covered by the Option, the Company shall not be required to sell or issue such shares of Stock securities unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of such shares except Option may acquire such securities pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company Committee shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the The Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares securities pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Option shall not be exercisable until the securities covered by such Option are registered or are exempt from registration, the exercise of such 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.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock any Shares under the Option Performance Share Agreement if the sale or issuance of such Shares would constitute a violation by the Optionee Holder or by the Company of any provisions 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 Company shall determine, in its discretion, that the listing, registration or qualification of any Shares subject to the Performance Share Agreement upon any securities exchange or under any state or federal law, rule or regulationthe consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of Shares hereunder, the Performance Shares shall not vest 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 Company. In addition, Specifically in connection with the Securities Act of 19331933 (as now in effect or as hereafter amended), as amended, upon exercise of unless a registration statement under such Act is in effect with respect to the OptionShares subject to the Performance Share Agreement, the Company shall not be required to issue such shares of Stock Shares unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer Holder may acquire such shares except Shares pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the The Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and 1933 (as now in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shareseffect or as hereafter amended). The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares Shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Performance Shares shall not vest unless and until the Shares subject to the Performance Share Agreement are registered or are subject to an available exemption from registration, the vesting of the Performance Shares (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.

Requirements of Law. The Company Corporation shall not be required to sell or issue shares of its Common Stock under the Option if the sale or issuance of such Common Stock would constitute a violation by the Optionee or the Company Corporation of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, 1933 (as now in effect or hereafter amended), upon exercise of the Option, the Company Corporation shall not be required to issue such shares of Common Stock unless the Company Corporation has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amendedsuch Act, or unless an opinion of counsel to the Company Corporation has been received by the Corporation to the effect that such registration is not required. Any determination in this regard connection by the Company Corporation shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities ActAct of 1933, the Company Corporation may imprint the following legend or any other legend which counsel to for the Company Corporation considers necessary or advisableadvisable to comply with the Securities Act of 1933: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 19331933 (as now in effect or as hereafter amended); and in the event any shares are so registered, registered the Company may, in its discretion, Corporation may remove any legend on certificates representing such shares. The Company Corporation shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law law, rule or regulation.

Requirements of Law. The Company GulfMark shall not be required to sell or issue any shares on the exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Director or the Company GulfMark of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of the Company or the Administrative Committee of the Plan (the "Committee") shall determine that the listing, registration or qualification of the shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Director has delivered an investment letter to GulfMark. In addition, specifically in connection with the Securities Act of 1933, 1933 (as now in effect or hereafter amended), upon exercise of the Option, the Company GulfMark shall not be required to issue such the underlying shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer under such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel satisfactory to the Company GulfMark has been received by GulfMark to the effect that such registration is not required. Any determination in this regard connection by the Company Committee shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities ActAct of 1933, the Company GulfMark may imprint on the certificate for such shares the following legend or any other legend which counsel to for the Company considers necessary or advisableadvisable to comply with Securities Act of 1933: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer." The Corporation . GulfMark may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company GulfMark shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares of Common Stock pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company shall not be required to sell or issue any shares on the exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Participant or the Company of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of the Company or the Committee shall determine that the listing, registration or qualification of the Covered Shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of the Covered Shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Participant has delivered an investment letter to the Company. In addition, specifically in connection with the Securities Act of 19331933 (as now in effect or hereafter amended, as amendedthe "Act"), upon exercise of the Option, the Company shall not be required to issue such the underlying shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement will be issued in effect under the Securities compliance with such Act of 1933, as amended, or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, 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 Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares of Stock pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. (a) The Company shall not be required to sell or issue shares of its Stock any securities under the Option if the sale or issuance of such securities would constitute a violation by you, the Optionee individual exercising the Option, or the Company of any provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or federal lawregulations. If at any time the Company shall determine, rule in its discretion, that the listing, registration or regulationqualification of any securities subject to the Option upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of securities hereunder, 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 Company, and any delay caused thereby shall in no way affect the date of termination of the Option. In addition, Specifically in connection with the Securities Act of 1933, as amendedamended (the “1933 Act”), upon the exercise of the Option, unless a registration statement under the 1933 Act is in effect with respect to the securities covered by the Option, the Company shall not be required to sell or issue such shares of Stock securities unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of such shares except Option may acquire such securities pursuant to a an exemption from registration statement in effect under the Securities 1933 Act of 1933, as amended, and applicable state securities laws or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredregulations. Any determination in this regard connection by the Company Committee shall be final, binding binding, and conclusive. Certificates representing shares The Company hereby agrees that, as soon as reasonably practicable following the date (after the date of Stock issued pursuant this Agreement) on which the Company becomes eligible to use Form S-8 for the exercise registration under the 1933 Act of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or securities covered by the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities ActOption, the Company may imprint the following legend or any other legend which counsel will file a registration statement on Form S-8 to the Company considers necessary or advisable: "The shares register all of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt covered by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and Option. Other than as set forth in the event any shares are so registeredpreceding sentence, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares securities pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Option shall not be exercisable until the securities covered by such Option are registered or are exempt from registration, the exercise of such 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.

Requirements of Law. The Company Corporation shall not be required to sell or issue shares of its Common Stock under the Option if the sale or issuance of such Common Stock would constitute a violation by the Optionee or the Company Corporation of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, 1933 (as now in effect or hereafter amended), upon exercise of the Option, the Company Corporation shall not be required to issue such shares of Common Stock unless the Company Corporation has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amendedsuch Act, or unless an opinion of counsel to the Company Corporation has been received by the Corporation to the effect that such registration is not required. Any determination in this regard connection by the Company Corporation shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities ActAct of 1933, the Company Corporation may imprint the following legend or any other legend which counsel to for the Company Corporation considers necessary or advisable: advisable to comply with the Securities Act of 1933. "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 19331933 (as now in effect or as hereafter amended); and in the event any shares are so registered, registered the Company may, in its discretion, Corporation may remove any legend on certificates representing such shares. The Company Corporation shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law law, rule or regulation.

Requirements of Law. The Company shall not be required to sell or issue any shares of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee or the Company of any provisions provision of any state law or federal law, rule or regulationregulation of any governmental authority. In additionSpecifically, in connection with the Securities Act of 1933, as amendedAct, upon exercise of the Option, unless a registration statement under the Securities Act is in effect with respect to the shares of Common Stock covered by the Option, the Company shall not be required to issue such shares of Stock unless the Company has received evidence reasonably satisfactory to it to the effect that the Optionee will not transfer Participant is acquiring such shares except pursuant to for investment and not with a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel view to the Company has been received to distribution thereof, and unless the effect that such registration is not required. Any determination in this regard by certificate issued representing the Company shall be final, binding and conclusive. Certificates representing shares of Common Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint bears the following legend or any other legend which counsel to the Company considers necessary or advisablea similar legend: "“The shares of Stock stock represented by this certificate (1) have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company Company, in form and substance satisfactory to the Company, that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and (2) are subject to certain restrictions upon the transfer thereof, and to certain rights and obligations, all as more specifically set forth in a certain Fender Musical Instruments Corporation 1997 Stock Option Plan effective January 17, 1997 and in a certain Fender Musical Instruments Corporation Stock Option Agreement, a copy of either of which is available for inspection at the registered office of the Company. ” In addition, the shares shall bear such additional legends as required by the Stockholders’ Agreement and the Voting Agreement. Any reasonable determination in this connection by the Company shall be final, binding and conclusive. At such time as, in the event any shares are so registeredopinion of counsel for the Company, the Company mayabove or similar legend is no longer required for compliance with applicable securities law, in its discretion, remove any then the holders of certificates containing such a legend on shall be entitled to exchange such certificates for certificates representing a like number of shares but without such shareslegend. The Company shall not be obligated to take deliver any other affirmative action in order to cause the shares of Common Stock upon exercise of the an Option or the issuance of shares pursuant thereto to comply until there has been compliance with any state tax withholding requirements, securities exchange listing or federal law other requirements the Committee deems appropriate or regulationas provided in this Agreement or in the Plan.

Requirements of Law. The Company Corporation shall not be required to sell or issue any shares of its Stock under the Option if the sale or issuance of such shares would constitute a violation by the Optionee Optionee, the individual exercising the Option, or the Company Corporation of any provisions 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 the Option upon any securities exchange or under any state or federal law, rule or regulationthe consent or approval of any government regulatory or self-regulatory body is necessary or desirable as a condition of, or in connection with the issuance or purchase of shares, 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. In addition, Specifically in connection with the Securities Act of 1933, 1933 (as now in effect or as hereafter amended), upon the exercise of the any Option, unless a registration statement under such Act is in effect with respect to the Company shares of Stock covered thereby, the Corporation shall not be required to sell or issue such shares of Stock unless the Company Board has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of such Option may acquire such shares except pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company Board shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and 1933 (as now in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shareseffect or as hereafter amended). The Company Corporation shall not be obligated to take any other affirmative action in order to cause the exercisability or vesting of an Option or to cause the exercise of the an Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable unless and until the shares of Stock covered by such Option are registered or are subject to an available exemption from registration, the exercise of such 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. Nothwithstanding any provision in this Agreement to the contrary, if prior to the termination of this Option, there is a period during which Optionee would be precluded from exercising the Option and selling the shares of Stock covered by the Option due to this Section 8, the date of termination of this Option shall be extended for a period equal to the period during which Optionee was so precluded, but in no event after the expiration of a period of ten (10) years from the date of grant of the Option as set forth in Section 1. During any period in which Optionee is precluded from exercising the Option and selling the shares of Stock as described herein, Optionee may elect to forfeit the Option, at which time the covenant not to compete with the Corporation, if then in effect, shall terminate.

Requirements of Law. The If any law or any regulation of any commission ------------------- or agency of competent jurisdiction shall require the Company or the Optionee to take any action with respect to the Shares acquired by the exercise of the Options, then the date upon which the Company shall not issue the Shares shall be required to sell postponed until full compliance has been made with all such requirements of law or issue shares of its Stock under the Option if the sale or issuance would constitute a violation by the Optionee or regulation; provided, that the Company shall use its best efforts to take -------- promptly all necessary action to comply with such requirements of any provisions of any state or federal law, rule law or regulation. In additionFurther, if requested by the Company, at or before the time of the issuance of the Shares with respect to which exercise of the Options has been made, the Optionee shall deliver to the Company its written statement satisfactory in connection form and content to the Company, that it intends to hold the Shares so acquired by it on exercise of the Options for investment only and not with a view to resale or other distribution thereof to the public in violation of the Securities Act of 1933. Moreover, as amended, upon exercise of in the Option, event that the Company shall not be required to issue such shares of Stock unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement determine that, in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under compliance with the Securities Act of 1933 or under the securities laws of any state and may not be sold other applicable statutes or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory regulations, it is necessary to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant of the Shares with respect to which an exercise of the Options has been made, or to qualify any such Shares for exemption from any of the requirements of the Securities Act of 1933; 1933 or any other applicable statute or regulation, no Options may be exercised (and in (i) any resulting delay will not otherwise derogate from the event any shares are so registeredrights of the Optionee to exercise the Options thereafter and (ii) the Expiration Date or the Termination Date with respect to the Options shall not occur during such time or a period ending not less than sixty (60) days after such time) and no Shares shall be issued to the Optionee until the required action has been completed, provided that the Company may, in shall use its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated best efforts -------- promptly to take any other affirmative all necessary action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal such requirements of law or regulation.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock any Shares under the Option if the sale or issuance of such Shares would constitute a violation by the Optionee individual exercising the Option or by the Company of any provisions 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 Company shall determine, in its discretion, that the listing, registration or qualification of any Shares subject to the Option upon any securities exchange or under any state or federal law, rule or regulationthe 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 hereunder, 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 Company, and any delay caused thereby shall in no way affect the date of termination of the Option. In addition, Specifically in connection with the Securities Act, unless a registration statement under such Act of 1933, as amended, upon exercise of is in effect with respect to the Shares covered by the Option, the Company shall not be required to sell or issue such shares of Stock Shares unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of the Option may acquire such shares except Shares pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the The Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Option shall not be exercisable unless and until the Shares covered by the Option are registered or are subject to an available exemption from registration, the exercise of 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.

Requirements of Law. The Company shall not be required to sell or issue any shares on the exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Employee or the Company of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of the Company or the Committee shall determine that the listing, registration or qualification of the shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Employee has delivered an investment letter to the Company. In addition, specifically in connection with the Securities Act of 1933, 1933 (as now in effect or hereafter amended) (the “Act”), upon exercise of the Option, the Company shall not be required to issue such the underlying shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee Employee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel satisfactory to the Company Committee has been received by the Company to the effect that such registration is not required. Any determination in this regard connection by the Company Committee shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint on the certificate for such shares the following legend or any other legend which that counsel to for the Company considers necessary or advisableadvisable to comply with the Act: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER. The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares Shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company shall not be required to sell By accepting any option granted hereunder, Optionee represents and agrees for himself or issue shares of its Stock under the Option if the sale herself and his or issuance would constitute a violation her transferees by the Optionee will or the Company laws of any provisions of any state or federal lawdescent and distribution that, rule or regulation. In addition, in connection with the Securities Act of 1933, as amended, upon exercise of the Option, the Company shall not be required to issue such shares of Stock unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 is in effect as to Shares purchased upon exercise of such options, (a) any and all Shares so purchased shall be acquired for his or her personal account and not with a view to or for a sale in connection with any distribution, and (b) each notice of the exercise of any portion of such options shall be accompanied by a representation and warranty in writing, signed by the person entitled to exercise the same, that the Shares are being so acquired in good faith for his or her personal account and not with a view to or for a sale in connection with any distribution. No certificate or certificates for shares of stock purchased upon exercise of such options shall be issued and delivered unless and until, in the opinion of legal counsel for the Company, such Shares may be issued and delivered without causing the Company to be in violation of or incur any liability under any federal, state or other securities law or other requirement of law or any regulatory body having jurisdiction over the Company. Unless registered under applicable securities laws, certificates evidencing shares of stock purchased upon exercise of such options shall bear a customary restrictive legend. Optionee understands that the Common Stock of the Company issued upon exercise of the Option will not be registered under applicable federal and state securities laws of any state and will therefore constitute "restricted securities" under applicable securities laws. Such common stock may not be sold resold in the absence of registration under applicable securities laws or transferred except upon such registration or upon receipt by the exemption therefrom. The Company of may require an opinion of counsel satisfactory acceptable to the Company it that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register upon any securities covered hereby pursuant to transfer of the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesShares. The Company shall not undersigned understands that as a condition of exemption from registration under federal securities laws, Optionee may be obligated required to take any other affirmative action in order to cause hold the exercise Common Stock for a period of the Option or the issuance of shares pursuant thereto one year after such Common Stock is issued and that Optionee may be required to comply with any state or federal law or regulationother applicable provisions of Securities and Exchange Commission Rule 144.

Requirements of Law. The Company shall not be required to sell or issue shares Notwithstanding any other provision of its Stock under the Option if the sale or issuance would constitute a violation by the Optionee or the Company of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, as amended, upon exercise of the Optionthis Agreement, the Company shall not be required to issue such deliver any shares of Stock under this Agreement if the delivery of the shares would constitute a violation by the Holder or by the Company of any provision of any law or regulation of any governmental authority, including, without limitation, any federal or state securities laws or regulations. Notwithstanding any other provisions of this Agreement, if at any time the Company shall determine, in its sole discretion, that the listing, registration or qualification of any shares of Stock subject to this Agreement 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 deliver of shares of Stock hereunder, the Restricted Stock shall not vest in whole or in part unless the listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Company. Specifically in connection with the Securities Act of 1933 (as now in effect or as hereafter amended) (the "Act"), unless a registration statement under the Act is in effect with respect to the shares of Stock covered by this Agreement, the Company shall not be required to deliver the shares of Stock unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such Holder may acquire the shares except of Stock pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard These determinations by the Company shall be final, binding and conclusive. Certificates representing shares Notwithstanding any other provision of this Agreement, as to any jurisdiction that expressly imposes the requirement that the Restricted Stock issued pursuant shall not vest unless and until registered or subject to an available exemption from registration, the exercise vesting of the Option will Restricted Stock (under circumstances in which the laws of the jurisdiction apply) shall be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, deemed conditional upon the effectiveness of the registration or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise availability of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transferexemption." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulation.

Requirements of Law. The Company shall not be required to sell or issue shares of its any Stock under the Option if the sale or issuance issuing that Stock would constitute or result in a violation by the Optionee Employee or the Company of any provisions provision of any state or federal law, rule statute, or regulationregulation of any governmental authority. In additionSpecifically, in connection with any applicable statute or regulation relating to the Securities Act registration of 1933, as amendedsecurities, upon exercise of the Option, the Company shall not be required to issue such shares of any Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee holder of the Option will not transfer such shares the Stock except in accordance with applicable law, including receipt of an opinion of counsel satisfactory to the Company to the effect that any proposed transfer complies with applicable law. The determination by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any Stock issuable upon exercise of the Option pursuant to applicable securities laws of any country or any political subdivision. In the event the Stock issuable on exercise of the Option is not registered under applicable U.S. and foreign securities law, the Company may (i) require as a condition to the issuance of the shares of Stock hereunder that Employee make such representations as may be required by law in order for the shares to be issued and sold to Employee in compliance with an applicable exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to and applicable state, foreign and local law, and (ii) imprint on the Company has been received to certificate evidencing the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which that counsel to for the Company considers necessary or advisableadvisable to comply with applicable law: "TengBeng Koid -6- March 2005 The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state State and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulation.

Requirements of Law. The Company shall not be required issuance of shares pursuant to sell or issue shares of its Stock under the Option if the sale or issuance would constitute a violation by the Optionee or the Company of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, as amended, upon exercise of the OptionOption shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding anything herein to the contrary, the Company shall not be required to issue such or deliver any certificates, make any book entry credits, or take any other action to evidence shares of Stock pursuant to the exercise of the Option unless and until the Company has received evidence satisfactory to it to the effect determined, with advice of counsel, that the Optionee will not transfer issuance and delivery of such shares except pursuant to a registration statement in effect under the Securities Act of 1933certificates, as amendedbook entry credits, or unless an opinion other evidence of counsel to ownership is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the Company has been received to requirements of any exchange or quotation system on which the effect that such registration is not requiredshares of Stock are listed, quoted or traded. Any determination in this regard by the The Company shall be finalunder no obligation to register pursuant to the Securities Act, binding and conclusive. Certificates representing any of the shares of Stock issued pursuant to the exercise Option. If the shares of Stock issued pursuant to the Option may in certain circumstances be exempt from registration pursuant to the Securities Act, the Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption. The Committee shall impose such restrictions on the Option as it may deem advisable, including without limitation, restrictions under applicable federal securities law, under the requirements of the Option will be NASDAQ (or any other exchange upon which the Stock is then traded), and under any other blue sky or state securities law applicable to the Option. All Stock certificates, book entry credits, or other evidence of ownership delivered pursuant to this Agreement are subject to such any stop-transfer orders and other restrictions as may be applicable under federal and state the Company deems necessary or advisable to comply with federal, state, or foreign jurisdiction, securities or other laws, rules and regulations and rules, or the requirements rules of any national securities exchange or automated quotation systemsystem on which the Stock is listed, quoted, or traded. The Company may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the event the shares issuable on exercise of the Option are not registered under the Securities Actterms and conditions provided herein, the Company may imprint require that Grantee make such reasonable covenants, agreements, and representations as the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company mayCompany, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action deems advisable in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state such laws, regulations, or federal law or regulationrequirements.

Requirements of Law. The Company GulfMark shall not be required to sell or issue any shares on the exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Director or the Company GulfMark of any provisions of any law or regulations of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of the Company or the Administrative Committee of the Plan (the "Committee") shall determine that the listing, registration or qualification of the shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Director has delivered an investment letter to GulfMark. In addition, specifically in connection with the Securities Act of 1933, 1933 (as now in effect or hereafter amended), upon exercise of the Option, the Company GulfMark shall not be required to issue such the underlying shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer under such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel satisfactory to the Company GulfMark has been received by GulfMark to the effect that such registration is not required. Any determination in this regard connection by the Company Committee shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities ActAct of 1933, the Company GulfMark may imprint on the certificate for such shares the following legend or any other legend which counsel to for the Company company considers necessary or advisableadvisable to comply with the Securities Act of 1933: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulation.

Requirements of Law. The Company shall not be required to sell or issue any shares on the exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Participant or the Company of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of the Company or the Committee shall determine that the listing, registration or qualification of the Covered Shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of the Covered Shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Participant has delivered an investment letter to the Company. In addition, specifically in connection with the Securities Act of 19331933 (as now in effect or hereafter amended, as amendedthe "Act"), upon exercise of the Option, the Company shall not be required to issue such the underlying shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement will be issued in effect under the Securities compliance with such Act of 1933, as amended, or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required. Any determination in this regard connection by the Company Committee shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities ActAct of 1933, the Company may imprint on the certificate for such shares the following legend or any other legend which counsel to for the Company considers necessary or advisableadvisable to comply with the Act: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, 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 Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares of Stock pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company shall not be required to sell sell, issue or issue deliver any shares of its Common Stock under the Option any Award if the sale such sale, issuance or issuance would delivery shall constitute a violation by the Optionee Award recipient or the Company of any provisions of any law or regulation of any governmental authority. Each Award granted under this Plan shall be subject to the requirements that, if at any time the Board or the Committee shall determine that the listing, registration or qualification of the shares upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision, rule or regulation. In additionthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the Securities Act issue, or purchase or delivery of 1933shares subject to an Award, as amended, upon exercise of the Option, the Company that Award shall not be required exercised in whole or in part and no shares shall be delivered pursuant to issue such shares of Stock an Award unless the Company has received evidence satisfactory to it listing, registration, qualification, consent, approval or representations shall have been effected or obtained free of any conditions not acceptable to the effect that Committee. Any determination in this connection by the Optionee will Committee shall be final. In the event the shares issuable or deliverable on exercise or vesting of an Award are not transfer such shares except pursuant to a registration statement in effect registered under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint on the certificate for those shares the following legend or any other legend which counsel to for the Company considers necessary or advisableadvisable to comply with the Securities Act of 1933: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such a sale or transfer." The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to by this Plan under the Securities Act of 1933; and 1933 (as now in effect or as later amended) and, in the event any shares are so registered, the Company may, in its discretion, may remove any legend on certificates representing such those shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulation.any

Requirements of Law. The Company shall not be required to sell or issue any shares on the exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Employee or the Company of any provisions of any state law or federal law, rule or regulationregulation of any governmental authority. In additionSpecifically, in connection with any applicable statute or regulation relating to the Securities Act registration of 1933, as amendedsecurities, upon exercise of the Option, the Company shall not be required to issue such any shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee Employee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be except in accordance with applicable under federal and state lawslaw, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon including receipt by the Company of an opinion of counsel satisfactory to the Company to the effect that registration is not required for such sale or transfer." any proposed transfer complies with applicable law. The Corporation determination by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any securities shares of Stock covered hereby by the Plan pursuant to the Securities Act applicable securities laws of 1933; and in any country or any political subdivision. In the event any the shares of Stock issuable on exercise of the Option are so not registered, the Company maymay imprint on the certificate evidencing the shares of Stock the following legend or any other legend that counsel for the Company considers necessary or advisable to comply with applicable law: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON RECEIPT BY THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, in its discretionIN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, remove any legend on certificates representing THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER. Should the shares of Stock be represented by book or electronic entry rather than a certificate, the Company may take such sharessteps to restrict transfer of the shares of Stock as counsel for the Company considers necessary or advisable to comply with applicable law. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company shall not be required to sell or issue shares any Option Shares upon the exercise of its Stock under the Option if the sale or issuance would of such Option Shares shall constitute a violation by the Optionee Grantee or the Company of any provisions provision of any state or federal law, rule statute, or regulationregulation of any governmental authority whether it be Federal or State. In addition, Unless a registration statement is in connection with effect under the Securities Act with Alternative Investment Store – Division of 1933Xxxxxxxx & Xxxxxx Brokerage I LLC, as amendedMember FINRA, upon exercise of SIPC, NYSE, ARCA, & BATS. 00 Xxxxx Xx., 0xx Xxxxx Xxx Xxxx, XX 00000 xxx.XxxxxxxxxxxXxxxxxxxxxXxxxx.xxx respect to the OptionOption Shares covered by this Agreement, the Company shall not be required to issue such shares Option Shares upon exercise of Stock the Option unless (i) the Company has received evidence reasonably satisfactory to it to the effect that the Optionee will Grantee is acquiring such Option Shares for investment and not transfer such shares except pursuant with a view to a registration statement in effect under the Securities Act of 1933, as amended, distribution thereof; or unless (ii) an opinion of Xxxxxxxx Xxxxxxx LLP or such other counsel reasonably acceptable to the Company has been received by the Company, in a form and substance reasonably acceptable to the Company, to the effect that such a registration statement under the Securities Act is not required. Any determination in this regard by required for the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise issuance of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation systemShares. In the event the shares Option Shares issuable on upon exercise of the Option are not registered under the Securities Act, the Company may imprint on any evidence of ownership of the Option Shares the following legend or any other legend which that counsel to for the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under advisable to comply with the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by Act: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.” Except as otherwise provided in Section 8 hereof: (i) the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event shall be obligated to, register any securities covered hereby issuable upon the exercise of the Option pursuant to the Securities Act of 1933; and or any state securities laws and, in the event any shares are so registered, the Company may, in its discretion, may remove any legend on certificates representing such shares. The ; and (ii) the Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares Option Shares pursuant thereto to comply with any state or federal law or regulationregulation of governmental authority.

Requirements of Law. The Company Corporation shall not be required to sell or issue any shares of its Stock under the Option if the sale or issuance of such shares would constitute a violation by the Optionee Optionee, the individual exercising the Option, or the Company Corporation of any provisions 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 the Option upon any securities exchange or under any state or federal law, rule or regulationthe consent or approval of any government regulatory or self- regulatory body is necessary or desirable as a condition of, or in connection with the issuance or purchase of shares, 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 the Option. In addition, Specifically in connection with the Securities Act of 1933, 1933 (as now in effect or as hereafter amended), upon the exercise of the any Option, unless a registration statement under such Act is in effect with respect to the Company shares of Stock covered thereby, the Corporation shall not be required to sell or issue such shares of Stock unless the Company Board has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of such Option may acquire such shares except pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company Board shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and 1933 (as now in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shareseffect or as hereafter amended). The Company Corporation shall not be obligated to take any other affirmative action in order to cause the exercise of the an Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable unless and until the shares of Stock covered by such Option are registered or are subject to an available exemption from registration, the exercise of such 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.

Requirements of Law. The Company shall not be required to sell or issue any shares on the exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Participant or the Company of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of the Company or the Committee shall determine that the listing, registration or qualification of the Covered Shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of the Covered Shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Participant has delivered an investment letter to the Company. In addition, specifically in connection with the Securities Act of 19331933 (as now in effect or hereafter amended, as amendedthe "Act"), upon exercise of the Option, the Company shall not be required to issue such the underlying shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement will be issued in effect under the Securities compliance with such Act of 1933, as amended, or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required. Any determination in this regard connection by the Company Committee shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities ActAct of 1933, the Company may imprint on the certificate for such shares the following legend or any other legend which counsel to for the Company considers necessary or advisableadvisable to comply with the Act: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, 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 Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulation.affirmative

Requirements of Law. The Company shall not be required to sell or issue shares of its any Stock under the Option if the sale or issuance issuing that Stock would constitute or result in a violation by the Optionee or the Company of any provisions provision of any state or federal law, rule statute, or regulationregulation of any governmental authority. In additionSpecifically, in connection with any applicable statute or regulation relating to the Securities Act registration of 1933, as amendedsecurities, upon exercise of the Option, the Company shall not be required to issue such shares of any Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise holder of the Option will be subject to such stop-not transfer orders and other restrictions as may be the Stock except in accordance with applicable under federal and state lawslaw, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon including receipt by the Company of an opinion of counsel satisfactory to the Company to the effect that registration is not required for such sale or transfer." any proposed transfer complies with applicable law. The Corporation determination by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby Stock issuable upon exercise of the Option pursuant to applicable securities laws of any country or any political subdivision. In the event the Stock issuable on exercise of the Option is not registered under applicable U.S. and foreign securities law, the Company may (i) require as a condition to the issuance of the shares of Stock hereunder that Optionee make such representations as may be required by law in order for the shares to be issued and sold to Optionee in compliance with an applicable exemption from registration under the Securities Act of 1933; , as amended, and in applicable state, foreign and local law, and (ii) imprint on the event certificate evidencing the Stock the following legend or any shares are so registered, other legend that counsel for the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option considers necessary or the issuance of shares pursuant thereto advisable to comply with any state or federal law or regulationapplicable law: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON RECEIPT BY THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER.

Requirements of Law. The Company shall not be required to sell or issue any shares on the exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Participant or the Company of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of the Company or the Committee shall determine that the listing, registration or qualification of the Covered Shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of the Covered Shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Participant has delivered an investment letter to the Company. In addition, specifically in connection with the Securities Act of 1933, as amended, upon exercise of the Option, the Company shall not be required to issue such shares of Stock unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, 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 Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares of Stock pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company shall not be required to sell or issue shares granting of its Stock Awards and the issuance of Shares under the Option if the sale or issuance would constitute a violation by the Optionee or the Company of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, as amended, upon exercise of the Option, the Company Plan shall not be required to issue such shares of Stock unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to all applicable laws, rules, and regulations, and to such stop-transfer orders and other restrictions approvals by any governmental agencies or national securities exchanges as may be applicable under federal and state laws, regulations and rules, required. If at any time on or after the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities ActEffective Date, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company mayCommittee, in its discretion, remove shall determine that the requirements of any legend on certificates representing such sharesapplicable law (including, without limitation U.S. federal or state securities laws) should fail to be met, no Shares issuable under Awards and no Options or SARs shall be exercisable until the Committee has determined that these requirements have again been met. The Company shall not be obligated Committee may suspend the right to take exercise an Option or SAR at any other affirmative action in order to cause time when it determines that allowing the exercise and issuance of Shares would violate any federal or state securities or other laws, and may provide that any time periods to exercise the Option or the issuance SAR are extended during a period of shares pursuant thereto suspension. With respect to “Insiders,” transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. Each Award Agreement and each certificate representing securities granted pursuant to the Plan (including securities issuable pursuant to the terms of derivative securities) may bear such restrictive legend(s) as the Company deems necessary or advisable under applicable law, including federal and state securities laws. If the date of the vesting of any Award, other than an Option or federal law or regulationSAR, held by Participant who is subject to the Company’s policy regarding trading of its Shares by its officers and directors and Shares (the “original vesting date”) is not within a “window period” applicable to the Participant, as determined by the Company in accordance with such policy, then the vesting of such Award shall not occur on such original vesting date and shall instead occur on the first day of the next “window period” applicable to the Participant pursuant to such policy.

Requirements of Law. The Company shall not be required to sell or issue any shares of its Stock under the Option this option if the sale or issuance would of such shares shall constitute a violation by the Optionee or the Company of any provisions of any state law or federal law, rule or regulationregulation of any governmental authority. In addition, Specifically in connection with the Securities Act of 1933, 1933 ( as now in effect or hereunder amended) (the "'33 Act"), upon exercise of this option, unless a Specifically in connection with the OptionSecurities Act of 1933 (as now in effect or registration statement under the '33 Act is in effect with respect to the shares of Class A Stock covered hereby, the Company shall not be required to issue such shares of Stock unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such issuance of shares except pursuant to a is exempt from the registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise provisions of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities '33 Act, the Company may imprint Optionee is acquiring such shares for investment and not with a view to distribution thereof, and unless the certificate issued representing the share of Class A Stock bears a legend in substantially the following legend or any other legend which counsel to the Company considers necessary or advisableform: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state State and may not be sold or transferred except upon such registration or upon receipt by the Company corporation of an opinion of counsel satisfactory to for the Company Corporation that registration is not required for such sale or transfer." Any determination in this connection by the Company shall be final, binding and conclusive. At such time as a registration statement under the '33 Act is in effect with respect to the shares of Class A Stock represented by certificates bearing the above legend or at such time as, in the opinion of counsel for the Company, such legend is no longer required solely for compliance with applicable securities laws, then the holders of such certificates shall be entitled to exchange such certificates for certificates representing a like number of shares but without such legend. The Corporation Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the '33 Act. Specifically in connection with The Securities Act of 1933; and the State of Texas (as now in effect or hereafter amended) (the event any "Texas Act"), upon exercise of this option, unless a registration statement under the Texas Act is in effect with respect to the shares are so registeredof Class A Stock covered hereby, the Company shall not be required to issue such shares unless, in the opinion of counsel for the Company, the issuance of such shares is exempt from the provisions of the Texas Act. The Company may, but shall in its discretionno event be obligated to, remove register any legend on certificates representing such sharessecurities covered hereby pursuant to the Texas Act. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option this option or the issuance of shares pursuant thereto hereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company Chico's shall not be required to sell or issue any shares of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee or the Company of any provisions of any state law or federal law, rule or regulationregulation of any governmental authority. In additionSpecifically, in connection with the Securities Act of 1933, as amended1933 (the "Act"), upon exercise of the Option, unless a registration statement under the Company Act is in effect with respect to the shares of Common Stock covered by the Option, Chico's shall not be required to issue such shares of Stock unless the Company Chico's has received evidence reasonably satisfactory to it to the effect that the Optionee will not transfer Director is acquiring such shares except pursuant to for investment and not with a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel view to the Company has been received to distribution thereof, and unless the effect that such registration is not required. certificate 2 issued representing the shares of Common Stock bears the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND APPLICABLE STATE SECURITIES LAWS." Any reasonable determination in this regard connection by the Company Chico's shall be final, binding and conclusive. Certificates representing At such time as a registration statement under the Act is in effect with respect to the shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Common Stock represented by this certificate have not been registered under certificates bearing the Securities Act of 1933 above legend or under at such time as, in the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory for Chico's, such legend is no longer required solely for compliance with applicable securities laws, then the holders of such certificates shall be entitled to the Company that registration is not required exchange such certificates for certificates representing a like number of shares but without such sale or transfer." The Corporation legend. Chico's may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company Chico's shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company shall not be required to sell or issue shares Notwithstanding any other provision of its Stock under the Option if the sale or issuance would constitute a violation by the Optionee or the Company of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, as amended, upon exercise of the Optionthis Agreement, the Company shall not be required to issue such deliver any shares of Stock under this Agreement if the delivery of the shares would constitute a violation by the Participant or by the Company of any provision of any law or regulation of any governmental authority, including, without limitation, any federal or state securities laws or regulations. Notwithstanding any other provisions of this Agreement, if at any time the Company shall determine, in its sole discretion, that the listing, registration or qualification of any shares of Stock subject to this Agreement 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 deliver of shares of Stock hereunder, the Restricted Stock shall not vest in whole or in part unless the listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Company. Specifically in connection with the Securities Act of 1933 (as now in effect or as hereafter amended) (the "Act"), unless a registration statement under the Act is in effect with respect to the shares of Stock covered by this Agreement, the Company shall not be required to deliver the shares of Stock unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such Participant may acquire the shares except of Stock pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard These determinations by the Company shall be final, binding and conclusive. Certificates representing shares Notwithstanding any other provision of this Agreement, as to any jurisdiction that expressly imposes the requirement that the Restricted Stock issued pursuant shall not vest unless and until registered or subject to an available exemption from registration, the exercise vesting of the Option will Restricted Stock (under circumstances in which the laws of the jurisdiction apply) shall be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, deemed conditional upon the effectiveness of the registration or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise availability of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transferexemption." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulation.

Requirements of Law. The Company shall not be required to sell or issue any shares on the exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Director or the Company of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of the Company or the Committee shall determine that the listing, registration or qualification of the shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Director has delivered an investment letter to the Company. In addition, specifically in connection with the Securities Act of 1933, 1933 (as now in effect or hereafter amended) (the “Act”), upon exercise of the Option, the Company shall not be required to issue such the underlying shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee Director will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel satisfactory to the Company Committee has been received by the Company to the effect that such registration is not required. Any determination in this regard connection by the Company Committee shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint on the certificate for such shares the following legend or any other legend which that counsel to for the Company considers necessary or advisableadvisable to comply with the Act: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER. The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares Shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law.  The Company shall not be required to sell or issue shares of its Stock deliver any Shares under the Option this Restricted Share Unit Agreement if the sale or issuance delivery of such Shares would constitute a violation by the Optionee Grantee or by the Company of any provisions 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 Company shall determine, in its discretion, that the listing, registration or qualification of any Shares upon any securities exchange or under any state or federal law, rule or regulationthe consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the delivery of Shares hereunder, the Restricted Share Units shall not vest 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 Company. In addition, Specifically in connection with the Securities Act of 19331933 (as now in effect or as hereafter amended), as amended, upon exercise of unless a registration statement under such Act is in effect with respect to the OptionShares, the Company shall not be required to issue deliver such shares of Stock Shares unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer Grantee may acquire such shares except Shares pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the The Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and 1933 (as now in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shareseffect or as hereafter amended). The Company shall not be obligated to take any other affirmative action in order to cause the exercise delivery of the Option or the issuance of shares Shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Restricted Share Units shall not vest unless and until the Shares are registered or are subject to an available exemption from registration, the vesting of the Restricted Share Units (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.

Requirements of Law. The Company shall not be required to sell or issue shares Notwithstanding any other provision of its Stock under the Option if the sale or issuance would constitute a violation by the Optionee or the Company of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, as amended, upon exercise of the Optionthis Agreement, the Company shall not be required to issue such deliver any shares of Stock under this Agreement if the delivery of the shares would constitute a violation by the Holder or by the Company of any provision of any law or regulation of any governmental authority, including, without limitation, any federal or state securities laws or regulations. Notwithstanding any other provisions of this Agreement, if at any time the Company shall determine, in its sole discretion, that the listing, registration or qualification of any shares of Stock subject to this Agreement 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 deliver of shares of Stock hereunder, the Restricted Stock shall not vest in whole or in part unless the listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Company. Specifically in connection with the Securities Act of 1933 (as now in effect or as hereafter amended) (the "Act"), unless a registration statement under the Act is in effect with respect to the shares of Stock covered by this Agreement, the Company shall not be required to deliver the shares of Stock unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such Holder may acquire the shares except of Stock pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard These determinations by the Company shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the The Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event not be obligated to, register any securities covered hereby pursuant to the Securities Act Act. Notwithstanding any other provision of 1933; this Agreement, as to any jurisdiction that expressly imposes the requirement that the Restricted Stock shall not vest unless and in the event any shares are so registereduntil registered or subject to an available exemption from registration, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise vesting of the Option Restricted Stock (under circumstances in which the laws of the jurisdiction apply) shall be deemed conditional upon the effectiveness of the registration or the issuance availability of shares pursuant thereto to comply with any state or federal law or regulationthe exemption.

Requirements of Law. The Company UTI shall not be required to sell or issue any shares on the exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Employee or the Company UTI of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of UTI or the committee of the Board of Directors of UTI administering the Plan (the "Committee") shall determine that the listing, registration or qualification of the shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Employee has delivered an investment letter to UTI. In addition, specifically in connection with the Securities Act of 1933, 1933 (as now in effect or hereafter amended), upon exercise of the Option, the Company UTI shall not be required to issue such the underlying shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee Employee will not transfer such shares except pursuant to a registration statement in effect under the Securities such Act of 1933, as amended, or unless an opinion of counsel satisfactory to the Company Committee has been received by UTI to the effect that such registration is not required. Any determination in this regard connection by the Company Committee shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities ActAct of 1933, the Company UTI may imprint on the certificate for such shares the following legend or any other legend which counsel to the Company for UTI considers necessary or advisableadvisable to comply with Securities Act of 1933: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer." The Corporation . UTI may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company UTI shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares of Common Stock pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company shall not be required to sell or issue any shares upon exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Participant or the Company of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of the Company or the Committee shall determine that the listing, registration or qualification of the Covered Shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of the Covered Shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions deemed unacceptable by the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Participant has delivered an investment letter to the Company. In addition, specifically in connection with the Securities Act of 19331933 (as now in effect or hereafter amended, as amendedthe "Securities Act"), upon exercise of the Option, the Company shall not be required to issue such the underlying shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement will be issued in effect under compliance with the Securities Act of 1933, as amended, or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required. Any determination in this regard connection by the Company Committee shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint on the certificate for such shares the following legend or any other legend which counsel to for the Company considers necessary or advisableadvisable to comply with the Securities Act: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, 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 Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares of Stock pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company shall not be required to sell or issue shares of By accepting this Option Agreement, Xxxxxxx represents and agrees for itself and its Stock under the Option if the sale or issuance would constitute a violation by the Optionee or the Company of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, as amended, upon exercise of the Option, the Company shall not be required to issue such shares of Stock transferees that unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 19331933 is in effect as to Option Interests purchased upon any exercise of this Option Agreement, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company (a) any and all Interests so purchased shall be finalacquired for Grantee’s personal account and not with a view to or for sale in connection with any distribution; and, binding and conclusive. Certificates representing shares (b) each notice of Stock issued pursuant to the exercise of any portion of this Option Agreement shall be accompanied by a representation and warranty in writing, signed by Grantee, that the Interests are being so acquired in good faith for his personal account and not with a view to or for sale in connection with any distribution. Grantee hereby acknowledges that the Option will be Interests subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the this Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate Agreement have not been registered under the Securities Act Laws of 1933 the United States nor any individual State, and are thus Restricted Securities containing the following restriction: THE INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS A COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS HAS BEEN ESTABLISHED, OR, UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. Grantee further acknowledges that no public market exists for the Option Interests nor is one expected to develop. Grantee acknowledges understanding Rule 144 and its requirements. Grantee cannot, without an effective registration statement being filed by Company with the Securities and Exchange Commission, or under a legal opinion acceptable to Company regarding the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company existence of an opinion exemption from registration requirements of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to Section 5 of the Securities Act of 1933; and in Exchange Act, clear the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of restriction from the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationInterests.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock any securities under the Option if the sale or issuance of such securities would constitute a violation by the Optionee Optionee, the individual exercising the Option, or the Company of any provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or federal lawregulations. If at any time the Company shall determine, rule in its discretion, that the listing, registration or regulationqualification of any securities subject to the Option upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of securities hereunder, 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 Company, and any delay caused thereby shall in no way affect the date of termination of the Option. In addition, Specifically in connection with the Securities Act of 1933, as amended1933 Act, upon the exercise of the Option, unless a registration statement under such act is in effect with respect to the securities covered by the Option, the Company shall not be required to sell or issue such shares of Stock securities unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of such shares except Option may acquire such securities pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredact. Any determination in this regard connection by the Company Committee shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the The Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares1000 Xxx. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares securities pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Option shall not be exercisable until the securities covered by such Option are registered or are exempt from registration, the exercise of such 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.

Requirements of Law. The Company shall not be required to transfer this Warrant or to sell or issue shares of its Common Stock under the Option this Warrant, or to transfer shares of Common Stock issued upon exercise of this Warrant, if the such transfer, sale or issuance would constitute a violation by the Optionee Warrantholder or the Company of any provisions of any state law or federal lawregulation of any governmental authority, rule or regulationincluding the Act. In additionparticular, in connection with the Securities Act of 1933Warrantholder agrees that neither shall, as amended, upon exercise of the Option, and the Company shall not be required to issue such to, transfer this Warrant or the shares of Common Stock issued upon the exercise hereof unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933it, as amended, or unless including an opinion of counsel (which may be counsel employed by the Company) satisfactory to the Company has been received Company, to the effect that such proposed transfer may be effected without registration is not requiredunder the Act or state securities laws. Any determination in this regard by the Company shall be final, binding and conclusive. Certificates representing The shares of Common Stock issued pursuant to upon the exercise of the Option will be subject to such stop-transfer orders and other restrictions as hereof may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint have imprinted the following legend or any other legend which counsel to for the Company considers necessary or advisableadvisable to comply with the Act: "The shares of Common Stock represented by this certificate have not been registered under the Securities Act of 1933 1933, as amended, or under the securities laws of any state and state. Without such registration, these shares may not be sold sold, pledged, hypothecated or otherwise transferred at any time whatsoever, except upon such registration or upon receipt by delivery to the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall transfer and/or the submission to the Company of such other evidence as may be satisfactory to the Company to the effect that any such transfer will not be in no event be obligated to, register any securities covered hereby pursuant to violation of the Securities Act of 1933; and in the event , as amended, and/or applicable state securities laws and/or any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option rule or the issuance of shares pursuant thereto to comply with any state or federal law or regulationregulation promulgated thereunder."

Requirements of Law. The Company Corporation shall not be required to sell or issue shares of its Common Stock under the Option Options if the sale or issuance of such Common Stock would constitute a violation by the Optionee or the Company Corporation of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, 1933 (as now in effect or hereafter amended), upon exercise of the OptionOptions, the Company Corporation shall not be required to issue such shares of Common Stock unless the Company Corporation has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amendedsuch Act, or unless an opinion of counsel to the Company Corporation has been received by the Corporation to the effect that such registration is not required. Any determination in this regard connection by the Company Corporation shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option Options are not registered under the Securities ActAct of 1933, the Company Corporation may imprint the following legend or any other legend which counsel to for the Company considers Corporation consideres necessary or advisableadvisable to comply with the Securities Act of 1933: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 19331933 (as now in effect or as hereafter amended); and in the event any shares are so registered, registered the Company may, in its discretion, Corporation may remove any legend on certificates representing such shares. The Company Corporation shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law law, rule or regulation.

Requirements of Law. The Company Corporation shall not be required to sell or issue shares of its Common Stock under the Option if the sale or issuance of such Common Stock would constitute a violation by the Optionee or the Company Corporation of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, 1933 (as now in effect or hereafter amended), upon exercise of the Option, the Company Corporation shall not be required to issue such shares of Common Stock unless the Company Corporation has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amendedsuch Act, or unless an opinion of counsel to the Company Corporation has been received by the Corporation to the effect that such registration is not required. Any determination in this regard connection by the Company Corporation shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities ActAct of 1933, the Company Corporation may imprint the following legend or any other legend which counsel to for the Company Corporation considers necessary or advisableadvisable to comply with the Securities Act of 1933: "“The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer." ” The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 19331933 (as now in effect or as hereafter amended); and in the event any shares are so registered, registered the Company may, in its discretion, Corporation may remove any legend on certificates representing such shares. The Company Corporation shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any state or federal law law, rule or regulation.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock any securities under the Option if the sale or issuance of such securities would constitute a violation by the Optionee Optionee, the individual exercising the Option, or the Company of any provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or federal law, rule or regulationregulations. In additionIf at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any securities subject to the Option upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with with, the Securities Act issuance or purchase of 1933securities hereunder, as amendedthe Option may not be exercised in whole or in part unless such listing, upon registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Option. Upon the exercise of the Option, unless a registration statement under such act is in effect with respect to the securities covered by the Option, the Company shall not be required to sell or issue such shares of Stock securities unless the Company Board has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of such shares except Option may acquire such securities pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredact. Any determination in this regard connection by the Company Board shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares securities pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Option shall not be exercisable until the securities covered by such Option are registered or are exempt from registration, the exercise of such 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.

Requirements of Law. The Company shall not be required to sell or issue any shares upon exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Participant or the Company of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of the Company or the Committee shall determine that the listing, registration or qualification of the Covered Shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of the Covered Shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions deemed unacceptable by the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Participant has delivered an investment letter to the Company. In addition, specifically in connection with the Securities Act of 19331933 (as now in effect or hereafter amended, as amendedthe “Securities Act”), upon exercise of the Option, the Company shall not be required to issue such the underlying shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement will be issued in effect under compliance with the Securities Act of 1933, as amended, or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required. Any determination in this regard connection by the Company Committee shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint on the certificate for such shares the following legend or any other legend which counsel to for the Company considers necessary or advisableadvisable to comply with the Securities Act: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, 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 Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares of Stock pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock under the Option if the sale or issuance would constitute a violation by the Optionee or the Company of any provisions of any state or federal law, rule or regulation. In addition, in connection with the Securities Act of 1933, as amended, upon exercise of the By accepting this Option, the Company shall not be required to issue such shares Grantee represents and agrees for himself or herself and his or her transferees by will or the laws of Stock descent and distribution that, unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under the Securities Act of 19331933 is in effect as to shares purchased upon any exercise of this Option, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not required. Any determination in this regard by the Company (a) any and all shares so purchased shall be finalacquired for his or her personal account and not with a view to or for sale in connection with any distribution, binding and conclusive. Certificates representing shares (b) each notice of Stock issued pursuant to the exercise of any portion of this Option shall be accompanied by a representation and warranty in writing, signed by the Option will be person entitled to exercise the same, that the shares are being so acquired in good faith for his or her personal account and not with a view to or for sale in connection with any distribution. The Grantee hereby acknowledges that the shares of common stock subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the this Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act Laws of 1933 or under the securities laws of United States nor any state individual State, and may not be sold or transferred except upon such registration or upon receipt are thus “Restricted Securities.” Any share certificates issued by the Company of to the Grantee pursuant to this Option will have printed on said certificate a legend that states in substantial part: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS A COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRRATION PROVISIONS HAS BEEN ESTABLISHED, OR, UNELSS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. The Grantee further acknowledges that no public market for the Restricted Option Shares exists nor is one expected to develop. Grantee cannot, without an effective registration statement being filed by the Company with the Securities and Exchange Commission, or a legal opinion of counsel satisfactory acceptable to the Company that regarding the existence of an exemption from registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to requirements of Section 5 of the Securities Act and Exchange Act, clear the restriction from the Restricted Securities subject of 1933; this Option. No certificate or certificates for shares of stock purchased upon exercise of this Option shall be issued and delivered unless and until, in the event any shares are so registeredwritten opinion of legal counsel for the Company, such securities may be issued and delivered without causing the Company mayto be in violation of or incur any liability under any federal, in its discretion, remove any legend on certificates representing such shares. The Company shall not be obligated to take state or other securities law or any other affirmative action in order to cause the exercise requirement of the Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationof any regulatory body having jurisdiction over the Company.

Requirements of Law. The Company Corporation shall not be required to sell or issue any shares of its Stock under the Option if the sale or issuance of such shares would constitute a violation by the Optionee Optionee, the individual exercising the Option, or the Company Corporation of any provisions 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 the Option upon any securities exchange or under any state or federal law, rule or regulationthe consent or approval of any government regulatory or self-regulatory body is necessary or desirable as a condition of, or in connection with the issuance or purchase of shares, 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. In addition, Specifically in connection with the Securities Act of 1933, 1933 (as now in effect or as hereafter amended), upon the exercise of the any Option, unless a registration statement under such Act is in effect with respect to the Company shares of Stock covered thereby, the Corporation shall not be required to sell or issue such shares of Stock unless the Company Board has received evidence satisfactory to it to the effect that the Optionee will not transfer holder of such Option may acquire such shares except pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company Board shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and 1933 (as now in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shareseffect or as hereafter amended). The Company Corporation shall not be obligated to take any other affirmative action in order to cause the exercisability or vesting of an Option or to cause the exercise of the an Option or the issuance of shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable unless and until the shares of Stock covered by such Option are registered or are subject to an available exemption from registration, the exercise of such 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. Nothwithstanding any provision in this Agreement to the contrary, if prior to the termination of this Option, there is a period during which Optionee would be precluded from exercising the Option and selling the shares of Stock covered by the Option due to this Section 8, the date of termination of this Option shall be extended for a period equal to the period during which Optionee was so precluded, but in no event after the expiration of a period of ten (10) years from the date of grant of the Option as set forth in Section 1. During any period in which Optionee is precluded from exercising the Option and selling the shares of Stock as described herein, Optionee may elect to forfeit the Option at which time the covenant not to compete with the Corporation, if then in effect, shall terminate.

Requirements of Law. The Company shall not be required to sell or issue shares of its Stock deliver any Shares under the Option this Restricted Share Unit Agreement if the sale or issuance delivery of such Shares would constitute a violation by the Optionee Grantee or by the Company of any provisions 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 Company shall determine, in its discretion, that the listing, registration or qualification of any Shares upon any securities exchange or under any state or federal law, rule or regulationthe consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the delivery of Shares hereunder, the Restricted Share Units shall not vest 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 Company. In addition, Specifically in connection with the Securities Act of 19331933 (as now in effect or as hereafter amended), as amended, upon exercise of unless a registration statement under such Act is in effect with respect to the OptionShares, the Company shall not be required to issue deliver such shares of Stock Shares unless the Company has received evidence satisfactory to it to the effect that the Optionee will not transfer Grantee may acquire such shares except Shares pursuant to a an exemption from registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel to the Company has been received to the effect that such registration is not requiredAct. Any determination in this regard connection by the Company shall be final, binding binding, and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities Act, the The Company may imprint the following legend or any other legend which counsel to the Company considers necessary or advisable: "The shares of Stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and 1933 (as now in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shareseffect or as hereafter amended). The Company shall not be obligated to take any other affirmative action in order to cause the exercise delivery of the Option or the issuance of shares Shares pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Restricted Share Units shall not vest unless and until the Shares are registered or are subject to an available exemption from registration, the vesting of the Restricted Share Units (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.

Requirements of Law. The Company UTI shall not be required to sell or issue any shares on the exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Employee or the Company UTI of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of UTI or the committee of the Board of Directors of UTI administering the Plan (the "Committee") shall determine that the listing, registration or qualification of the shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Employee has delivered an investment letter to UTI. In addition, specifically in connection with the Securities Act of 1933, 1933 (as now in effect or hereafter amended), upon exercise of the Option, the Company UTI shall not be required to issue such the underlying shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee Employee will not transfer such shares except pursuant to a registration statement in effect under the Securities such Act of 1933, as amended, or unless an opinion of counsel satisfactory to the Company Committee has been received by UTI to the effect that such registration is not required. Any determination in this regard connection by the Company Committee shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities ActAct of 1933, the Company UTI may imprint on the certificate for such shares the following legend or any other legend which that counsel to the Company for UTI considers necessary or advisableadvisable to comply with Securities Act of 1933: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer." The Corporation . UTI may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such shares. The Company UTI shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares of Common Stock pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.

Requirements of Law. The Company GulfMark shall not be required to sell or issue any shares on the exercise of its Stock under the Option if the sale or issuance would of such shares shall constitute a violation by the Optionee Director or the Company GulfMark of any provisions of any law or regulations of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of the Company or the Administrative Committee of the Plan (the "Committee") shall determine that the listing, registration or qualification of the shares subject thereto upon any securities exchange or under any state or federal lawlaw of the United States or of any other country or governmental subdivision thereof, rule or regulationthe consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Director has delivered an investment letter to GulfMark. In addition, specifically in connection with the Securities Act of 1933, 1933 (as now in effect or hereafter amended), upon exercise of the Option, the Company GulfMark shall not be required to issue such the underlying shares of Stock unless the Company Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer under such shares except pursuant to a registration statement in effect under the Securities Act of 1933, as amended, or unless an opinion of counsel satisfactory to the Company GulfMark has been received by GulfMark to the effect that such registration is not required. Any determination in this regard connection by the Company Committee shall be final, binding and conclusive. Certificates representing shares of Stock issued pursuant to the exercise of the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under federal and state laws, regulations and rules, or the requirements of any securities exchange or automated quotation system. In the event the shares issuable on exercise of the Option are not registered under the Securities ActAct of 1933, the Company GulfMark may imprint on the certificate for such shares the following legend or any other legend which counsel to for the Company company considers necessary or advisableadvisable to comply with the Securities Act of 1933: "The shares of Stock stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company Corporation of an opinion of counsel satisfactory to the Company Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer." The Corporation . GulfMark may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933; and in the event any shares are so registered, the Company may, in its discretion, remove any legend on certificates representing such sharesAct. The Company GulfMark shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares of Common Stock pursuant thereto to comply with any state or federal law or regulationregulation of any governmental authority.