Common use of Status of Stock Clause in Contracts

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred or assigned in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Securities Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s 's counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Securities Act. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s death's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Securities Act and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, whether federal or state. In addition, Employee agrees that (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement Paragraph 6, Paragraph 7, and applicable securities laws, (ii) that the Company may refuse to register Cxxxxxx xxx xxxxxx xx xegister the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement Paragraph 6, Paragraph 7, or any applicable securities law law, and (iii) that the Company may give xxx Xxxxxxx xxx xxxx related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Securities Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Securities Act. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s deathdeath or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Securities Act and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, whether federal or state. In addition, Employee agrees that (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement Xxxxxxxxx 0, Xxxxxxxxx 7, and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement Xxxxxxxxx 0, Xxxxxxxxx 7, or any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee Director understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”"ACT"), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s 's counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee Director (or the person permitted to exercise this Option in the event of Employee’s Director's death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee Director agrees that the shares of Stock which Employee Director may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned bypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee Director also agrees that the shares of Stock which Employee Director may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee Director agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Securities Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Securities Act. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s deathdeath or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Securities Act and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, whether federal or state. In addition, Employee agrees that (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ this Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ this Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Securities Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s 's counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Securities Act. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s death's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Securities Act and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, whether federal or state. In addition, Employee agrees that (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Compensation Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement Investors Agreement, Paragraph 7 of this Agreement, and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement Investors Agreement, Paragraph 7 of this Agreement, or any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “"Act”"), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s 's counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s 's death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee Company deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities lawslaws or any stockholders agreements in effect, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock The Company intends to be issued upon exercise of this Option have not been registered register for issuance under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until ) the shares of Stock acquirable upon the exercise of this Option, and to keep such registration effective throughout the period this Option have been registered for issuance is exercisable. In the absence of such effective registration or an available exemption from registration under the Securities Act, the Company issuance of shares of Stock acquirable upon exercise of this Option will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance delayed until registration of such shares to such Option holder may be made without is effective or an exemption from registration under the ActSecurities Act is available. The Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s deathdeath or incapacity or a Permitted Transferee, as applicable), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred or assigned in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, whether federal or state. In addition, Employee also agrees that (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “"Act”"), or any state securities lawlaws. The Company may, and that but is not obligated to, effect such a registration in the Company does not currently intend to effect any such registrationfuture. Until the shares of Stock acquirable upon the exercise of the this Option have been registered for issuance sale under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s 's counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event If an exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s 's death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Board of Directors of the Company or its Compensation Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered The Company may register for issue under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until ) the shares of Stock acquirable upon the exercise of this Option, and may keep such registration effective throughout the period this Option have been registered for issuance is exercisable. In the absence of such effective registration or an available exemption from registration, under the Act, the Company exercise of this Option and delivery of shares of Stock acquirable upon such exercise will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance delayed until registration of such shares to such Option holder may be made without is effective or an exemption from registration under the ActAct is available. In The Company intends to use its reasonable efforts to ensure that no such delay will occur. If the event stock is not registered and an exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s deathdeath or incapacity), if requested by the Company to do so, will be required to execute and deliver to the Company in writing an agreement containing such representations and other provisions as the Company may require to evidence Employee’s qualification to acquire the Stock and otherwise assure compliance with applicable securities laws. Employee agrees No sales or disposition of shares of Stock acquired upon exercise of this Option shall be made in the absence of a registration statement being on file with respect to such shares under the Act unless an opinion of counsel satisfactory to the Company that such sale or disposition will not constitute a violation of the Act or any other applicable securities laws is first obtained. If the shares of Stock which Employee may acquire by exercising acquirable upon exercise of this Option shall be acquired are not registered for investment without a view to distribution, within the meaning of issue under the Act, the Company, in its sole discretion, may require that Employee execute a buy-sell or other agreement, in form and shall not be soldsubstance satisfactory to the Company, transferred or assigned in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that which provides certain restrictions on Employee’s right to transfer the shares of Stock which and provides the Company and certain of the other shareholders with rights to purchase the Employee’s Option or shares of Stock acquired by Employee upon the happening of certain events, including, without limitation, death, divorce, death of spouse, termination of employment, or voluntary or involuntary transfer of Stock. Such agreement may acquire by exercising this Option will not have such other provisions as the Company determines to be sold or otherwise disposed necessary to reasonably restrict transfer of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee agrees (i) that the certificates representing the shares of Stock purchased or rights thereto to other persons. The certificates representing shares of Stock acquired under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities lawsappropriate, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory referring to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exerciseParagraph 5.

Status of Stock. Employee understands that at the time of the --------------- execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “"Act”"), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion receives advice of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s 's death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee agrees (ia) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee Company deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (iib) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iiic) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee Director understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “"Act”"), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the this Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the this Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s 's counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee Director agrees that the shares of Stock which Employee Director may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee Director also agrees that the shares of Stock which Employee Director may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee Director agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee Company deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee Director understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee Director (or the person permitted to exercise this Option in the event of EmployeeDirector’s death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee Director agrees that the shares of Stock which Employee Director may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred or assigned in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee Director also agrees that the shares of Stock which Employee Director may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee Director agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to EmployeeDirector), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee Director (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee Optionee acknowledges that this Option has been granted by the Company in consideration of Optionee's service to the Company and further acknowledges and understands that at the time of the execution of this Agreement neither the Option nor the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “"Act”"), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Act, the The Company will not issue such shares unless the holder of the Option provides the Company with can secure, at its expense, a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s 's counsel, to the effect that the proposed issuance of such shares to such Option holder Optionee may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee Optionee (or the person permitted to exercise this Option in the event of Employee’s Optionee's death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee Optionee agrees that the shares of Stock which Employee Optionee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act Act, and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee Optionee also agrees that the shares of Stock which Employee Optionee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee Optionee agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee Company deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law laws and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Securities Act of 1933, as amended (the “Act”), the Company will not issue such shares unless the holder of the Option Optionee provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such the holder of the Option holder may be made without registration under the Act. In the event If exemption from registration under the Act is available upon an exercise of this the Option, Employee Optionee (or the person permitted to exercise this Option option in the event of EmployeeOptionee’s deathdeath or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee Unless the offering, sale and delivery of shares of Stock acquirable upon exercise of the Option have been registered and continue be registered at the date of exercise hereof under the Act, Optionee agrees that the shares of Stock which Employee may acquire Optionee acquires by exercising this the Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act act and any applicable state securities laws. Employee Optionee also agrees that the shares of Stock which Employee Optionee may acquire by exercising this the Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any other applicable securities laws, whether federal or state. In addition, Employee Optionee further agrees (i) that the certificates representing Option granted herein shall be subject to the shares of Stock purchased under this Option may bear such legend or legends as requirement that, if at any time the Committee deems appropriate Board shall determine, in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities lawsits discretion, (ii) that the Company may refuse to register the transfer listing, registration or qualification of the shares subject to such Option upon any securities exchange or under any state or federal law, or the consent or approval of Stock purchased under this any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue or purchase or issuance of shares hereunder, such Option on the stock transfer records 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 the Company if such proposed transfer would in the opinion of counsel satisfactory any conditions not reasonably accepted to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exerciseBoard.

Status of Stock. Employee Executive understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Securities Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Securities Act. In the event exemption from registration under the Securities Act is available upon an exercise of this Option, Employee Executive (or the person permitted to exercise this Option in the event of EmployeeExecutive’s deathdeath or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee Executive agrees that the shares of Stock which Employee Executive may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Securities Act and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Employee Executive also agrees that the shares of Stock which Employee Executive may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, whether federal or state. In addition, Employee Executive agrees that (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement Xxxxxxxxx 0, Xxxxxxxxx 7, and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement Xxxxxxxxx 0, Xxxxxxxxx 7, or any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock The Company intends to be issued upon exercise of this Option have not been registered register for issuance under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until ) the shares of Stock acquirable upon the exercise of the Option, and to keep such registration effective throughout the period this Option have been registered for issuance is exercisable. In the absence of such effective registration or an available exemption from registration under the Act, the Company issuance of shares of Stock acquirable upon exercise of this Option will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance delayed until registration of such shares to such Option holder may be made without is effective or an exemption from registration under the ActAct is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this the Option, Employee (or the person permitted to exercise this Option in the event of Employee’s deathdeath or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred or assigned in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee also agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoingTHE EMPLOYEE IS ALSO HEREBY NOTIFIED THAT IF HE DISPOSES OF STOCK TRANSFERRED TO HIM UPON HIS EXERCISE OF THIS OPTION WITHIN TWO YEARS AFTER THE DATE OF THE GRANTING OF THE OPTION OR WITHIN ONE YEAR AFTER THE TRANSFER OF THE STOCK TO HIM, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exerciseALL OR A PORTION OF HIS OPTION WILL BE TAXED AS IF IT WERE A NONQUALIFIED STOCK OPTION RATHER THAN AN INCENTIVE STOCK OPTION.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “"Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s 's counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s 's death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s deathdeath or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee agrees that (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee (as such term is defined in the Plan) deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Stockholder Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Stockholder Agreement or any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”"ACT"), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s 's counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s 's death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “"Act”"), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s 's counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s 's death), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee agrees that (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee (as such term is defined in the Plan) deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.compliance

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “"Act”"), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s 's counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s death's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Incentive Stock Option Agreement - Franx X. Xxxx Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Employee agrees that (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee (as such term is defined in the Plan) deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Stockholder Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Stockholder Agreement or any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at Unless the time offering, sale and delivery of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance and continue to be so at the date of exercise hereof under the Securities Act of 1933 (the "Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s death"), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee Optionee agrees that the shares of Stock which Employee may acquire Optionee acquires by exercising this exercise the Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act act and any applicable state securities laws. Employee Optionee also agrees that the shares of Stock which Employee Optionee may acquire by exercising this the Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any other applicable securities lawslaw, whether federal or state. In addition, Employee Optionee agrees (ia) that the certificates representing the shares of Stock purchased issued under this Option Agreement may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, and (iib) that the Company may refuse give instruction to register the its transfer agent, if any, to stop transfer of the shares of Stock purchased issued under this Option Agreement on the stock transfer records of the Company Company, if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) or any such agreements. Optionee further agrees that the Company may give related instructions Option granted herein shall be subject to its transfer agentthe requirement that, if anyat any time the Board of Directors shall determine, to stop in its discretion, that the listing, registration of the transfer or qualification of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior subject to such time as the Stock is traded on a national stock Option upon any securities exchange or NASDAQ under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a comparable quotation systemcondition of, or in connection with, the Company may (by giving written notice to Employee)issue or purchase or issuance of shares hereunder, but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the such Option may not be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but whole or in part unless such event the period during which this Option may be exercised shall be extended so that the optionee listing, registration, qualification, consent or approval shall have at least ninety (90) days to exercise that part been effected or obtained free of this Option otherwise exercisable, subject any conditions not reasonably acceptable to the other provisions Board of this Agreement, after optionee is notified of the right to so exerciseDirectors.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s deathdeath or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, whether federal or state. In addition, Employee agrees that (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement Shareholders Agreement, Paragraph 7, and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement Shareholders Agreement, Paragraph 7, or any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that The Company shall not be obligated to issue any Stock pursuant to this Option at the any time of the execution of this Agreement when the shares of Stock to be issued upon exercise of this Option covered hereby have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any and such other state securities lawand federal laws, rules and that regulations as the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules and regulations available for the issuance and sale of such shares. The Company does not currently intend intends to effect any such registration. Until register for issuance under the 1933 Act the shares of Stock acquirable upon the exercise of this Option, and to keep such registration effective throughout the period this Option have been registered for issuance is exercisable. In the absence of such effective registration or an available exemption from registration under the 1933 Act, the Company issuance of shares of Stock acquirable upon exercise of this Option will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance delayed until registration of such shares to such Option holder may be made without is effective or an exemption from registration under the Act1933 Act is available. The Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the 1933 Act is available upon an exercise of this Option, Employee Optionee (or the person permitted to exercise this Option in the event of EmployeeOptionee’s deathdeath or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee Optionee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred or assigned in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee Optionee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, whether federal or state. In addition, Employee Optionee also agrees that (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock to be issued upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until the shares of Stock acquirable upon the exercise of the Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance of such shares to such Option holder may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s deathdeath or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock which Employee may acquire by exercising this Option shall be acquired for investment without a view to distribution, within the meaning of the Act, and shall not be sold, transferred transferred, assigned, pledged or assigned hypothecated in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, whether federal or state. In addition, Employee agrees that (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of Exhibit A or the Stockholders’ Agreement Agreement, as applicable, and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of Exhibit A or the Stockholders’ Agreement Agreement, as applicable, or any applicable securities law law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.

Status of Stock. Employee understands that at the time of the execution of this Agreement the shares of Stock The Company intends to be issued upon exercise of this Option have not been registered register for issuance under the Securities Act of 1933, as amended (the “Act”), or any state securities law, and that the Company does not currently intend to effect any such registration. Until ) the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Act, issuance of shares of Stock acquirable upon exercise of the Option have been registered for issuance under the Act, the Company will not issue such shares unless the holder of the Option provides the Company with a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that the proposed issuance delayed until registration of such shares to such Option holder may be made without is effective or an exemption from registration under the ActAct is available. The Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee’s deathdeath or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure assuring compliance with applicable securities laws. The Company shall incur no liability to Employee for failure to register the Stock or maintain the registration. Employee agrees that the shares of Stock Stock, which Employee may acquire by exercising this Option shall be acquired for investment without a view to distributionOption, within the meaning of the Act, and shall not be sold, transferred or assigned in the absence of an effective registration statement for the shares under the Act and applicable state securities laws or an applicable exemption from the registration requirements of the Act and any applicable state securities laws. Employee also agrees that the shares of Stock which Employee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner manner, which would constitute a violation of any applicable securities laws, whether federal federal, or state. In addition, Employee also agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate in order to assure compliance with the terms and provisions of the Stockholders’ Agreement and applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of the terms and provisions of the Stockholders’ Agreement or any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock purchased under this Option. Notwithstanding the foregoing, prior to such time as the Stock is traded on a national stock exchange or NASDAQ or a comparable quotation system, the Company may (by giving written notice to Employee), but only with the consent of Xxxx X. Xxxxx (so long as he is serving as Chief Executive Officer of the Company), require Employee (or any person permitted to exercise this Option) to delay exercising the Option until the optionee is notified in writing that the Option may be exercised (but in no event beyond the sixth (6th) anniversary of the date of this Agreement) but in such event the period during which this Option may be exercised shall be extended so that the optionee shall have at least ninety (90) days to exercise that part of this Option otherwise exercisable, subject to the other provisions of this Agreement, after optionee is notified of the right to so exercise.