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Compliance with Securities Laws. Each Award shall be subject to the requirement that, if at any time counsel to the Company shall determine that the listing, registration or qualification of the Shares subject to such Award upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Administrator. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.

Compliance with Securities Laws. EachApplicable Law. The Award shall beis subject to the requirement that,condition that if at any time counsel to the Company shall determine that the listing, registration or qualification of the Shares subject to suchthe Award upon any securities exchange or under any state or federal law, or the consent or approval of any governmental body, or regulatory body,the taking of any other action is necessary or desirable as a condition of, or in connection with, the issuance or purchasedelivery of such Shares, the Shares thereunder, suchsubject to the Award mayshall not be accepted or exerciseddelivered, in whole or in partpart, unless such listing, registration, qualification, consent or approval shall have been effected or obtained onobtained, free of any conditions not acceptable to the Administrator. Nothing herein shall be deemedCompany. The Company agrees to require the Companyuse reasonable efforts to apply foreffect or to obtain any such listing, registrationregistration, qualification, consent or qualification.approval.

Compliance with Securities Laws. Each Award shall beis subject to the requirement that, if at any time counsel to the Company shall determineAdministrator determines that the listing, registration or qualification of the Shares subject to such Award uponis required by any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body,body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance or purchase of Shares thereunder,Shares, no such Award may notshall be acceptedgranted or exercisedpayment made or Shares issued, in whole or in partpart, unless such listing, registration, qualification, consent or approval shall havehas been effected or obtained onfree of any conditions not acceptable to the Administrator. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.

Compliance with Securities Laws. EachApplicable Law. The Award shall beis subject to the requirement that,condition that if at any time counsel to the Company shall determine that the listing, registration or qualification of the Sharesshares of Stock subject to suchthe Award upon any securities exchange or under any state or federal law, or the consent or approval of any governmental body, or regulatory body,the taking of any other action is necessary or desirable as a condition of, or in connection with, the issuance or purchasedelivery of Shares thereunder, suchshares hereunder, the shares of Stock subject to the Award mayshall not be accepted or exerciseddelivered, in whole or in partpart, unless such listing, registration, qualification, consentconsent, approval or approvalother action shall have been effected or obtained onobtained, free of any conditions not acceptable to the Administrator. Nothing herein shall be deemedCompany. The Company agrees to require the Companyuse reasonable efforts to apply foreffect or to obtain any such listing, registrationregistration, qualification, consent, approval or qualification.other action.

Compliance with Securities Laws. EachThe Award shall begranted hereby is subject to the requirement that,condition that if at any time counsel to the Company shall determine that the listing, registration or qualification of the Sharesshares subject to such Award uponhereto on any securities exchange or under any state or federal law, or if the consent or approval of any governmental or regulatory body, isbody shall be necessary as a condition of, or in connection with, the issuancegranting of the Award or purchasethe delivery of Sharesshares thereunder, such Awardshares may not be accepted or exercised in whole or in partdelivered unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptableobtained. The Corporation agrees to the Administrator. Nothing herein shall be deemed to require the Company to apply for oruse its best efforts to obtain any such requisite listing, registrationregistration, qualification, consent or qualification.approval.

Compliance with Securities Laws. EachShares shall not be issued with respect to this Award unless the issuance and delivery of such Shares shall comply with all relevant provisions of state and federal laws, rules and regulations, and, in the discretion of the Company, shall be further subject to the requirement that, if at any timeapproval of counsel tofor the Company shall determinewith respect to that the listing, registration or qualification of the Shares subject to such Award upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Administrator. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.compliance.

Compliance with Securities Laws. EachThe Award shall begranted hereby is subject to the requirement that,condition that if at any time counsel to the Company shall determine that the listing, registration or qualification of the Sharesshares subject to such Award uponhereto on any securities exchange or under any state or federal law, or if the consent or approval of any governmental or regulatory body, isbody shall be necessary as a condition of, or in connection with, the issuancegranting of the Award or purchasethe delivery of Sharesshares thereunder, such Awardshares may not be accepted or exercised in whole or in partdelivered unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptableobtained. The Corporation agrees to the Administrator. Nothing herein shall be deemed to require the Company to apply for oruse its best efforts to obtain any such requisite listing, registrationregistration, qualification, consent or qualification.approval.

Compliance with Securities Laws. EachAn Award shall not be subject toeffective unless such Award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirement that, if atrequirements of any time counsel tostock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the Grant Date and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company shall determinehave no obligation to issue or deliver certificates for Shares under this Plan prior to # obtaining any approvals from governmental agencies that the listing,Company determines are necessary or advisable; and/or # completion of any registration or other qualification of thesuch Shares subject to such Award upon any securities exchange or under any state or federal law,laws or the consent or approvalrulings of any governmental body that the Company determines to be necessary or regulatory body, is necessary as a condition of,advisable. The Company shall be under no obligation to register the Shares with the SEC or in connection with,to effect compliance with the issuanceregistration, qualification or purchaselisting requirements of any state securities laws, stock exchange or automated quotation system, and the Company shall have no liability for any inability or failure to do so. Evidences of ownership of Shares thereunder, suchacquired pursuant to an Award may not be acceptedshall bear any legend required by, or exercised in wholeuseful for purposes of compliance with, applicable securities laws, this Plan or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Administrator. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.Award Agreement.

Compliance with Securities Laws. Each AwardGeneral Compliance. In no event shall be subject to the requirement that, if at any time counsel to the Company shall determine that the listing, registrationbe required to sell or qualification of theissue Shares subject to such Award upon any securities exchange or under any Award if the sale or issuance thereof would constitute a violation of applicable Federal or state securities laws or federal law,regulations or the consenta violation of any other law or approvalregulation of any governmental or regulatory body, is necessary asagency or authority or any national securities exchange on which the Shares are listed or traded. As a condition of,to any sale or issuance of Shares, the Company may place legends on Shares, issue stop transfer orders and require such agreements or undertakings as the Company may deem necessary or advisable to ensure compliance with any such laws or regulations, including, if the Company or its counsel deems it appropriate, representations from the person to whom an Award is granted that he or she is acquiring the Shares solely for investment and not with a view to distribution and that no distribution of the Shares will be made unless registered pursuant to applicable Federal and state securities laws, or in connection with, the issuance or purchaseopinion of Shares thereunder,counsel of the Company, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Administrator. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.is unnecessary.

Compliance with Securities Laws. EachThe Award shall be subject to the requirement that, if at any time counsel to the CompanyCommittee shall determine that # the listing, registrationregistration, or qualification of the Sharesshares of Common Stock subject to such Awardor related thereto upon any securities exchange or under any state or federal law, or # the consent or approval of any governmental orgovernment regulatory body,body is necessary as a condition of, orrequired, then in connection with,any such event, the issuance or purchase of Shares thereunder, such Award mayshall not be accepted or exercised in whole or in parteffective unless such listing, registration, qualification, consent or approval shall have been effected or obtained onfree of any conditions not acceptable to the Administrator. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.Committee.

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