Common use of Restrictions on Transfer; Legends Clause in Contracts

Restrictions on Transfer; Legends. The shares of Parent Common Stock to be issued to the Company Stockholders in the Merger shall be characterized as "restricted securities" for purposes of Rule 144 under the Securities Act, and each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND SUCH LAWS OR IN COMPLIANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. Registration Statement. Parent shall use commercially reasonable efforts to prepare and file, on or before March 31, 2004, a registration statement on Form S-3 with the SEC (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith) covering the resale of the shares of Parent Common Stock to be issued to the Company Stockholders pursuant to the Merger (the "Registration Statement"). Nasdaq SmallCap Market Listing. If required under Nasdaq SmallCap Market regulations, Parent shall file a "Notification Form: Listing of Additional Shares", together with the necessary supporting documentation, promptly after signing this Agreement and shall use its commercially reasonable efforts to authorize for listing on The Nasdaq SmallCap Market the shares of Parent Common Stock issuable in connection with the Merger, upon official notice of issuance. Blue Sky Laws. Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable to the issuance of the Merger Shares pursuant hereto. The Company shall use its best efforts to assist Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable in connection with the issuance of the Merger Shares pursuant hereto. Additional Assurances. At the request of Parent, the Company shall use its commercially reasonable efforts to cause each of the Company Stockholders to execute and deliver to Parent such instruments and do and perform such acts and things as may be necessary or desirable for complying with all applicable securities laws and state corporate law. Access to Information. The Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Company's properties, books, contracts, commitments and records; (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company as Parent may reasonably request; and (iii) all employees of the Company as identified by Parent. The Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. The Parent shall afford the Company and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Parent's properties, books, contracts, commitments and records and (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Parent as the Company may reasonably request. The Parent agrees to provide to the Company and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation pursuant to this Section 5.2 shall affect or be deemed to modify: any representation or warranty contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, or the indemnification obligations of the Company Stockholders and SK.

Restrictions on Transfer; Legends. The shares of Parent Common Stock to Initial Debentures have not been and will not be issued to the Company Stockholders in the Merger shall be characterized as "restricted securities" for purposes of Rule 144 registered under the Securities Act1933 Act or any applicable state securities laws, and each are, therefore, subject to restrictions on resale under applicable United States federal and state securities laws. Each certificate representing any of such shares an Initial Debenture, and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend identical or similar in effect to the following legend (together with any other legend until such time as it is no longer required under applicable requirements of the 1933 Act or legends required by applicable state securities laws or otherwise): laws: THESE SECURITIES AND THE SECURITIES REPRESENTED HEREBY ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND “), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNEDSOLD, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH LAWS OR EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN COMPLIANCE CONNECTION WITH AN EXEMPTION FROM A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH REGISTRATION REQUIREMENTSSECURITIES. Registration Statement. Parent shall use commercially reasonable efforts provided, that with respect to prepare any such pledge that the transferee is an “accredited investor”, as such term is defined in Rule 501(a) of Regulation D under the 1933 Act, and file, on or before March 31, 2004, a registration statement on Form S-3 such transfer complies with the SEC (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith) covering the resale of the shares of Parent Common Stock to be issued to the Company Stockholders pursuant to the Merger (the "Registration Statement"). Nasdaq SmallCap Market Listing. If required under Nasdaq SmallCap Market regulations, Parent shall file a "Notification Form: Listing of Additional Shares", together with the necessary supporting documentation, promptly after signing this Agreement applicable United States federal and shall use its commercially reasonable efforts to authorize for listing on The Nasdaq SmallCap Market the shares of Parent Common Stock issuable in connection with the Merger, upon official notice of issuance. Blue Sky Laws. Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable to the issuance of the Merger Shares pursuant hereto. The Company shall use its best efforts to assist Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable in connection with the issuance of the Merger Shares pursuant hereto. Additional Assurances. At the request of Parent, the Company shall use its commercially reasonable efforts to cause each of the Company Stockholders to execute and deliver to Parent such instruments and do and perform such acts and things as may be necessary or desirable for complying with all applicable state securities laws and state corporate lawCanadian federal and provincial securities laws. Access to Information. The Company Each certificate representing an Initial Debenture, and all certificates issued in exchange therefor or in substitution thereof, shall afford Parent and its accountantsbear the following legend until such time as it is no longer required under applicable Canadian securities laws: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, counsel and other representativesTHE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 27, reasonable access during the period prior to the Effective Time to (i) all of the Company's properties, books, contracts, commitments and records; (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company as Parent may reasonably request; and (iii) all employees of the Company as identified by Parent. The Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. The Parent shall afford the Company and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Parent's properties, books, contracts, commitments and records and (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Parent as the Company may reasonably request. The Parent agrees to provide to the Company and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation pursuant to this Section 5.2 shall affect or be deemed to modify: any representation or warranty contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, or the indemnification obligations of the Company Stockholders and SK2009.

Restrictions on Transfer; Legends. The shares of Parent Common Stock GTN Shares will not be transferable except (1) pursuant to be issued to the Company Stockholders in the Merger shall be characterized as "restricted securities" for purposes of Rule 144 an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") or (2) upon receipt by the Company of a written opinion of counsel, and each certificate representing any of such shares shall bear a legend identical or similar in effect reasonably satisfactory to the following legend (together with any other legend or legends required by applicable Company, that is knowledgeable in securities laws matters to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws or otherwise): THE laws. Restrictive legends must be placed on all certificates representing the GTN Shares, substantially as follows: "THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWSSTATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH LAWS OR IN COMPLIANCE WITH PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH REGISTRATION REQUIREMENTS. Registration Statement. Parent shall use commercially reasonable efforts OTHER LAWS." Each Shareholder understands and acknowledges that the Company has not agreed to prepare and file, on or before March 31, 2004, a registration statement on Form S-3 register the GTN Shares for distribution in accordance with the SEC (except if Securities Act or state law, and that the Company is has not then eligible agreed to register comply with any exemption under the Securities Act or state law for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith) covering the resale of the shares GTN Shares. Each Shareholder understands and acknowledges that the Company has no obligation to undertake or complete a public offering of Parent Common Stock to be issued its securities and that even if a public offering is undertaken and successfully completed, the GTN Shares received hereby will remain subject to the restrictions on transferability described in this Agreement. If no public offering is undertaken and completed, the Shareholders may never be able to sell their GTN Shares pursuant to Rule 144 under the Act. Each Shareholder further understands and acknowledges that the Company Stockholders currently does not file periodic reports with the Securities and Exchange Commission pursuant to the Merger (the "Registration Statement"). Nasdaq SmallCap Market Listing. If required under Nasdaq SmallCap Market regulations, Parent shall file a "Notification Form: Listing requirements of Additional Shares", together with the necessary supporting documentation, promptly after signing this Agreement and shall use its commercially reasonable efforts to authorize for listing on The Nasdaq SmallCap Market the shares of Parent Common Stock issuable in connection with the Merger, upon official notice of issuance. Blue Sky Laws. Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable to the issuance of the Merger Shares pursuant hereto. The Company shall use its best efforts to assist Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable in connection with the issuance of the Merger Shares pursuant hereto. Additional Assurances. At the request of Parent, the Company shall use its commercially reasonable efforts to cause each of the Company Stockholders to execute and deliver to Parent such instruments and do and perform such acts and things as may be necessary Sections 13 or desirable for complying with all applicable securities laws and state corporate law. Access to Information. The Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Company's properties, books, contracts, commitments and records; (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law15(d) of the Company Securities Exchange Act of 1934, as Parent amended, and may reasonably request; and (iii) all employees of not be obligated to file such reports at any time in the Company as identified by Parentfuture. The Company agrees Therefore, the Shareholders may never be able to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. The Parent shall afford the Company and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Parent's properties, books, contracts, commitments and records and (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Parent as the Company may reasonably request. The Parent agrees to provide to the Company and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation sell their shares pursuant to this Section 5.2 shall affect or be deemed to modify: any representation or warranty contained herein, Rule 144 under the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, or the indemnification obligations of the Company Stockholders and SKAct.

Restrictions on Transfer; Legends. The shares Prior to any proposed transfer (whether by sale, assignment, pledge or otherwise) of Parent the Common Stock Stock, Xxxxxxxx or any subsequent proposed transferor (the “Transferor”) will give written notice to FIC of his intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer, and shall be issued accompanied by a written opinion of legal counsel who shall be reasonably satisfactory to FIC, addressed to FIC, to the Company Stockholders effect that the proposed transfer of the securities in the Merger shall question may be characterized as "restricted securities" for purposes of Rule 144 effected without registration under the Securities Act, . Any such legal opinion must be reasonably satisfactory to FIC and each certificate representing must state that it may also be relied upon by any applicable transfer agent or stock exchange or counsel to FIC. Upon compliance with the terms of such shares shall bear a legend identical or similar in effect this paragraph 6 to the reasonable satisfaction of FIC, the Transferor shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the Transferor to FIC. The Transferor will, prior to any transfer (unless such transfer is made pursuant to Rule 144 or an effective registration statement under the Securities Act), cause any transferee of the Common Stock, to enter into an agreement with FIC that the transferee will take and hold such securities subject to the provisions and upon the conditions specified in this paragraph 6. FIC shall have no obligation to effect any transfer on its books and records (and no such attempted transfer shall be effective) unless such transfer is made in accordance with the terms of this paragraph 6. FIC may issue stop transfer instructions to any transfer agent for the Common Stock in order to implement any restriction on transfer contemplated by this paragraph 6. The Common Stock shall contain the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): legend: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND AMENDED. SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ACT AND SUCH LAWS OR IN COMPLIANCE WITH COMPANY AS TO THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION THAT SUCH REGISTRATION REQUIREMENTSIS NOT REQUIRED AND THAT ANY PROSPECTUS DELIVERY REQUIREMENTS ARE NOT APPLICABLE. Registration StatementADDITIONALLY, THE TRANSFER OF SUCH SHARES IS SUBJECT TO COMPLIANCE WITH THE TERMS OF AN AGREEMENT WITH THE COMPANY DATED SEPTEMBER 27, 2005 AND NO TRANSFER OF SUCH SHARES WILL BE VALID WITHOUT SUCH COMPLIANCE. Parent shall use commercially reasonable efforts to prepare and file, on or before March 31, 2004, a registration statement on Form S-3 with the SEC (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith) covering the resale of the shares of Parent Common Stock to be issued to the Company Stockholders pursuant to the Merger (the "Registration Statement"). Nasdaq SmallCap Market Listing. If required under Nasdaq SmallCap Market regulations, Parent shall file a "Notification Form: Listing of Additional Shares", together with the necessary supporting documentation, promptly after signing this Agreement and shall use its commercially reasonable efforts to authorize for listing on The Nasdaq SmallCap Market the shares of Parent Common Stock issuable in connection with the Merger, upon official notice of issuance. Blue Sky Laws. Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable to the issuance of the Merger Shares pursuant hereto. The Company shall use its best efforts to assist Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable in connection with the issuance of the Merger Shares pursuant hereto. Additional Assurances. At the request of Parent, the Company shall use its commercially reasonable efforts to cause each of the Company Stockholders to execute and deliver to Parent such instruments and do and perform such acts and things as may be necessary or desirable for complying with all applicable securities laws and state corporate law. Access to Information. The Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Company's properties, books, contracts, commitments and records; (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company as Parent may reasonably request; and (iii) all employees of the Company as identified by Parent. The Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. The Parent shall afford the Company and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Parent's properties, books, contracts, commitments and records and (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Parent as the Company may reasonably request. The Parent agrees to provide to the Company and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation pursuant to this Section 5.2 shall affect or be deemed to modify: any representation or warranty contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, or the indemnification obligations of the Company Stockholders and SKA COPY OF SUCH AGREEMENT WILL BE PROVIDED BY THE COMPANY UPON REQUEST.

Restrictions on Transfer; Legends. The shares of Parent Common Stock Any Purchase Shares will not be transferable except (a) pursuant to be issued to the Company Stockholders in the Merger shall be characterized as "restricted securities" for purposes of Rule 144 an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act, and each certificate representing any ”); or (b) upon receipt by the Buyer of such shares shall bear a legend identical or similar written opinion of counsel reasonably satisfactory to Buyer that is knowledgeable in effect securities laws matters to the following legend (together with any other legend or legends required by applicable effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws or otherwise): THE and such transfer shall be subject to the terms and conditions of the Lock Up Leak Out Agreement, attached hereto as Exhibit A. Restrictive legends must be placed on all certificates representing Purchase Shares, substantially as follows: “THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWSSTATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH LAWS OR IN COMPLIANCE WITH PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH REGISTRATION REQUIREMENTS. Registration Statement. Parent shall use commercially reasonable efforts to prepare and fileOTHER LAWS.” “UNTIL TWENTY-FOUR MONTHS FROM THE DATE OF ISSUANACE THESE SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER PURSUANT TO THE TERMS OF A LOCKUP AGREEMENT DATED JUNE 11, on or before March 31, 2004, a registration statement on Form S-3 with the SEC (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith) covering the resale of the shares of Parent Common Stock to be issued to the Company Stockholders pursuant to the Merger (the "Registration Statement"). Nasdaq SmallCap Market Listing. If required under Nasdaq SmallCap Market regulations, Parent shall file a "Notification Form: Listing of Additional Shares", together with the necessary supporting documentation, promptly after signing this Agreement and shall use its commercially reasonable efforts to authorize for listing on The Nasdaq SmallCap Market the shares of Parent Common Stock issuable in connection with the Merger, upon official notice of issuance. Blue Sky Laws. Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable to the issuance of the Merger Shares pursuant hereto. The Company shall use its best efforts to assist Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable in connection with the issuance of the Merger Shares pursuant hereto. Additional Assurances. At the request of Parent, the Company shall use its commercially reasonable efforts to cause each of the Company Stockholders to execute and deliver to Parent such instruments and do and perform such acts and things as may be necessary or desirable for complying with all applicable securities laws and state corporate law. Access to Information. The Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Company's properties, books, contracts, commitments and records; (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company as Parent may reasonably request; and (iii) all employees of the Company as identified by Parent. The Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. The Parent shall afford the Company and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Parent's properties, books, contracts, commitments and records and (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Parent as the Company may reasonably request. The Parent agrees to provide to the Company and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation pursuant to this Section 5.2 shall affect or be deemed to modify: any representation or warranty contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, or the indemnification obligations of the Company Stockholders and SK2021” “THESE SECURITIES HAVE RESTRICTED VOTING RIGHTS AND MAY BE SUBJECT TO THE TERMS OF A PROXY ON FILE IN THE COMPANY’S EXECUTIVE OFFICE.”

Restrictions on Transfer; Legends. The In addition to any restrictions on transfer or volume limitations on sales, any shares of Parent Common Stock to be issued to the Company Stockholders in the Merger shall will not be characterized as "restricted securities" for purposes of Rule 144 transferable except (a) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act, and each certificate representing any ”) or (b) upon receipt by Parent of such shares shall bear a legend identical or similar written opinion of counsel reasonably satisfactory to Parent that is knowledgeable in effect securities laws matters to the following legend (together with any other legend or legends required by applicable effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws or otherwise): THE laws. Restrictive legends must be placed on all certificates representing Merger Consideration, substantially as follows: “THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWSSTATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH LAWS OR IN COMPLIANCE WITH PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH REGISTRATION REQUIREMENTS. Registration Statement. Parent shall use commercially reasonable efforts to prepare and file, on or before March 31, 2004, a registration statement on Form S-3 with the SEC (except if the Company OTHER LAWS.” “UNTIL [insert date which is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith) covering the resale of the shares of Parent Common Stock to be issued to the Company Stockholders pursuant to the Merger (the "Registration Statement"). Nasdaq SmallCap Market Listing. If required under Nasdaq SmallCap Market regulations, Parent shall file a "Notification Form: Listing of Additional Shares", together with the necessary supporting documentation, promptly after signing this Agreement and shall use its commercially reasonable efforts to authorize for listing on The Nasdaq SmallCap Market the shares of Parent Common Stock issuable in connection with the Merger, upon official notice of issuance. Blue Sky Laws. Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable to the issuance of the Merger Shares pursuant hereto. The Company shall use its best efforts to assist Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable in connection with the issuance of the Merger Shares pursuant hereto. Additional Assurances. At the request of Parent, the Company shall use its commercially reasonable efforts to cause each of the Company Stockholders to execute and deliver to Parent such instruments and do and perform such acts and things as may be necessary or desirable for complying with all applicable securities laws and state corporate law. Access to Information. The Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during the period prior to 18 months from the Effective Time to (i) Date for FD shareholder-employees and 12 months for all of the Company's propertiesothers] THESE SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER PURSUANT TO THE TERMS OF A LOCKUP AGREEMENT DATED AUGUST 15, books, contracts, commitments and records; (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company as Parent may reasonably request; and (iii) all employees of the Company as identified by Parent. The Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. The Parent shall afford the Company and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Parent's properties, books, contracts, commitments and records and (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Parent as the Company may reasonably request. The Parent agrees to provide to the Company and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation pursuant to this Section 5.2 shall affect or be deemed to modify: any representation or warranty contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, or the indemnification obligations of the Company Stockholders and SK2014.” “THESE SECURITIES ARE SUBJECT TO VOLUME LIMITATIONS ON SALES.” “THESE SECURITIES HAVE RESTRICTED VOTING RIGHTS AND MAY BE SUBJECT TO THE TERMS OF A PROXY ON FILE IN THE COMPANY’S EXECUTIVE OFFICE.”

Restrictions on Transfer; Legends. The shares of Parent Common Stock Any Purchase Shares or Xxxxxxxxx Shares (as defined herein) will not be transferable except (a) pursuant to be issued to the Company Stockholders in the Merger shall be characterized as "restricted securities" for purposes of Rule 144 an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); or (b) upon receipt by Parent of a written opinion of counsel reasonably satisfactory to Parent that is knowledgeable in securities laws matters to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws, and each certificate representing any of such shares transfer shall bear a legend identical or similar in effect be subject to the following legend (together with any other legend or terms and conditions of the Lock Up Leak Out Agreement, attached hereto as Exhibit A. Restrictive legends required by applicable state securities laws or otherwise): must be placed on all certificates representing Purchase Shares, substantially as follows: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERREDSOLD, ASSIGNED, PLEDGED OR HYPOTHECATED OTHERWISE TRANSFERRED FOR VALUE UNLESS AND UNTIL THEY ARE REGISTERED UNDER THE ACT AND SUCH ANY APPLICABLE STATE SECURITIES LAWS OR IN COMPLIANCE WITH UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. Registration Statement. Parent shall use commercially reasonable efforts to prepare and fileIS AVAILABLE.” “THE SALE, on or before March 31ASSIGNMENT, 2004GIFT, a registration statement on Form S-3 with the SEC (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3BEQUEST, in which case the Registration shall be on another appropriate form in accordance herewith) covering the resale of the shares of Parent Common Stock to be issued to the Company Stockholders pursuant to the Merger (the "Registration Statement"). Nasdaq SmallCap Market Listing. If required under Nasdaq SmallCap Market regulationsTRANSFER, Parent shall file a "Notification Form: Listing of Additional Shares"DISTRIBUTION, together with the necessary supporting documentationPLEDGE, promptly after signing this Agreement and shall use its commercially reasonable efforts to authorize for listing on The Nasdaq SmallCap Market the shares of Parent Common Stock issuable in connection with the MergerHYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AND LEAK-OUT AGREEMENT, upon official notice of issuance. Blue Sky Laws. Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable to the issuance of the Merger Shares pursuant hereto. The Company shall use its best efforts to assist Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions that are applicable in connection with the issuance of the Merger Shares pursuant hereto. Additional Assurances. At the request of Parent, the Company shall use its commercially reasonable efforts to cause each of the Company Stockholders to execute and deliver to Parent such instruments and do and perform such acts and things as may be necessary or desirable for complying with all applicable securities laws and state corporate law. Access to Information. The Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Company's properties, books, contracts, commitments and records; (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company as Parent may reasonably request; and (iii) all employees of the Company as identified by Parent. The Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. The Parent shall afford the Company and its accountants, counsel and other representatives, reasonable access during the period prior to the Effective Time to (i) all of the Parent's properties, books, contracts, commitments and records and (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Parent as the Company may reasonably request. The Parent agrees to provide to the Company and its accountants, counsel and other representatives copies of internal financial statements (including Tax returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation pursuant to this Section 5.2 shall affect or be deemed to modify: any representation or warranty contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, or the indemnification obligations of the Company Stockholders and SKA COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.”