EXHIBIT 4.4
NO. 0__
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STOCK OPTION CERTIFICATE
1997 Pinnacle Oil International, INC. STOCK PLAN
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[To be prepared by the Company and signed by the Recipient]
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Name of Recipient..........................
Capacity of Recipient...................... [_] Employee [_] Executive Officer
[_] Director [_] Consultant
Legal Address/Domicile of Recipient........
Citizenship of Recipient................... [_] United States [_] Canada
[_] Other:
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Number of Option Shares....................
Option Price per Option Share..............
Classification of Option................... [_] Non-Qualified Option [_] Incentive Option
Vesting.................................... [_] Fully Vested
[_] Continuous Service Vesting (see sections 2 through 4 below)
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Continuous Services Vesting Date:
Option Expiration Date.....................
Option Effective Date......................
U.S. Federal Exemption To Be Relied
Upon at the Time of Exercise..............
Blue Sky Exemption Relied Upon.............
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The securities offered hereby have not been registered with, or approved or
disapproved by, the United States Securities and Exchange Commission or any
state, territorial or provincial securities regulatory agency, including the
Alberta Securities Commission, nor has the Securities and Exchange Commission or
any state, territorial or provincial securities regulatory agency, including the
Alberta Securities Commission, reviewed or passed upon or endorsed the merits of
the offering contemplated by this Stock Option Certificate or the accuracy or
adequacy of any offering materials, including the 1997 Pinnacle Oil
International, Inc. Stock Plan or the Plan Summary for such stock plan. Any
representation to the contrary is a criminal offense. These securities are
speculative and involve a high degree of risk and substantial and immediate
dilution. There is a limited public market for the sale of these securities by
the recipient. These securities may not be sold or transferred unless
registered, or the recipient provides the company an opinion of counsel
satisfactory to the Company, or its legal counsel, that such registration is not
required by reason of an exemption or otherwise. As a result, these securities
are suitable only for certain sophisticated and qualified investors who can bear
the financial risk of an investment in these securities for an indefinite period
of time.
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THIS STOCK OPTION CERTIFICATE is entered into between Pinnacle Oil
International, Inc., a Nevada corporation (the "Company"), whose principal
executive office is located at 840 7/th/ Avenue, Suite 750, Phoenix Place, S.W.,
Calgary, Alberta, Canada, T2P 3G2, and the Recipient identified on the first
page of this Stock Option Certificate (the "Recipient"), pursuant to that
certain 1997 Pinnacle Oil International, Inc. Stock Plan dated July 25, 1997, as
such Plan may be amended and/or restated from time to time (the "Plan").
Subject to the terms of this Stock Option Certificate, the Recipient's rights to
purchase the Option Shares are governed by the Plan, the terms of which are
incorporated herein by this reference. Defined terms in this Stock Option
Certificate shall have the same meaning as defined terms in the Plan.
1. GRANT OF OPTION
This Stock Option Certificate certifies that the Company has granted to the
Recipient, pursuant to the terms of the Plan, a stock option (the "Option")
to purchase, in whole or in part, the number of Option Shares designated on
the first page of this Stock Option Certificate (collectively and
severally, the "Option Shares"), representing shares of the common stock,
par value $0.001 (the "Common Stock") of the Company, at the exercise or
Option Price per Option Share designated on the first page of this Stock
Option Certificate (the "Option Price"), subject to the following terms and
conditions.
2. CONTINUOUS SERVICE VESTING
If the Option Shares are subject to vesting by reason of the Continuous
Service Vesting designation set forth on the first page of this Stock
Option Certificate, then, subject to section 5(e) of the Plan, the Option
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Shares are subject to vesting based upon continued performance of services
in the capacity set forth on the first page of this Stock Option
Certificate through the Continuous Service Vesting Date (as such date is
defined on the first page of this Stock Option Certificate).
The Recipient acknowledges and represents that he, she or it is familiar
with section 17 of the Plan, and agrees that the grant of this Option shall
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not be construed under any circumstances to: (1) confer a continued right
of employment or engagement to the Recipient to the Continuous Service
Vesting Date (if he, she or it is employed or engaged by the Company or its
affiliates), or (2) affect, restrict or interfere with in any way any right
the Company or its affiliates may have to terminate or otherwise discharge
the Recipient's employment and/or engagement at any time (including before
the Continuous Service Vesting Date), with or without cause, except to the
extent that the Recipient and the Company or its affiliates may have
otherwise expressly agreed in writing making specific reference to this
Option.
3. CONTINUOUS SERVICE VESTING -- ACCELERATION OF VESTING IN THE EVENT OF
TERMINATION OF RECIPIENT
If the Option Shares are subject to vesting by reason of the Continuous
Service Vesting designation set forth on the first page of this Stock
Option Certificate, then the prospective right to purchase unvested Option
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Shares shall immediately lapse if such right does not vest prior to
Termination Of Recipient.
4. TERM OF OPTION
The right to exercise the Options granted by this Stock Option Certificate
shall commence on the Option Effective Date designated on the first page of
this Stock Option Certificate, and shall expire and be null and void ab
initio and of no further force or effect to the extent not exercised by
5:00 p.m. M.S.T., on the Option Expiration Date designated on the first
page of this Stock Option Certificate (the "Option Expiration Date");
provided, however, if the Option Shares are subject to the Continuous
Service Vesting designation set forth on the first page of this Stock
Option Certificate, then, pursuant to section 5(e)(iii) of the Plan, in the
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event of Termination Of Recipient, the expiration date shall be accelerated
to two (2) years after the effective date of Termination Of Recipient (if
earlier than the Option Expiration Date).
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5. DELIVERIES; MANNER OF EXERCISE AND PAYMENT
This Option shall be exercised by delivery of the following to the
Secretary of the Company at the Company's principal executive offices: (i)
this Stock Option Certificate, duly signed by the Recipient; (ii) full
payment for the Option Shares to be purchased in (1) immediately available
funds (in U.S. dollars); (2) if then employed by the Company, shares of
Common Stock pursuant to section 5(f)(iii)(l) of the Plan; (3) if then
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employed by the Company, surrender or relinquishment of rights to acquire
Common Stock pursuant to section 5(f)(iii)(2) of the Plan; (4) if and to
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the extent consented to by the Board, a promissory note pursuant to section
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5(f)(iii)(3) of the Plan; and/or (5) if and to the extent consented to by
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the Board, other property constituting good and valuable consideration
pursuant to section 5(f)(iii)(4) of the Plan; and (iii) a Consent of Spouse
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(as such consent is defined in the Plan) from the spouse of the Recipient,
if any, duly signed by such spouse.
6. EXERICISE AND TRANSFER OF OPTION
Options may only be exercised by the original Recipient hereof, and may not
be Transferred by such Recipient, except upon and following the Death of a
Recipient (if a natural person), but only to the Recipient's Successors as
provided in sections 5(i)(ii) and 5(i)(iii) of the Plan. Any Transfer or
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exercise of an Option so Transferred in violation of this Stock Option
Certificate shall be null and void ab initio and of no further force and
effect.
7. MISCELLANEOUS
(a) Preparation of Stock Option Certificate; Costs and Expenses. This
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Stock Option Certificate was prepared by the Company solely on behalf
of the Company. Each party acknowledges that: (i) he, she or it had
the advice of, or sufficient opportunity to obtain the advice of,
legal counsel separate and independent of legal counsel for any other
party hereto; (ii) the terms of the transaction contemplated by this
Stock Option Certificate are fair and reasonable to such party; and
(iii) such party has voluntarily entered into the transaction
contemplated by this Stock Option Certificate without duress or
coercion. Each party further acknowledges such party was not
represented by the legal counsel of any other party hereto in
connection with the transaction contemplated by this Stock Option
Certificate, nor was such party under any belief or understanding that
such legal counsel was representing his, her or its interests. Except
as expressly set forth in this Stock Option Certificate, each party
shall pay all legal and other costs and expenses incurred or to be
incurred by such party in negotiating and preparing this Stock Option
Certificate; in performing due diligence or retaining professional
advisors; in performing any transactions contemplated by this Stock
Option Certificate; or in complying with such party's covenants,
agreements and conditions contained herein. Each party agrees that no
conflict, omission or ambiguity in this Stock Option Certificate, the
Plan and/or the Plan Summary or the interpretation thereof, shall be
presumed, implied or otherwise construed against the Company or any
other party to this Stock Option Certificate on the basis that such
party was responsible for drafting this Stock Option Certificate.
(b) Cooperation. Each party agrees, without further consideration, to
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cooperate and diligently perform any further acts, deeds and things,
and to execute and deliver any documents that may be reasonably
necessary or otherwise reasonably required to consummate, evidence,
confirm and/or carry out the intent and provisions of this Stock
Option Certificate, all without undue delay or expense.
(c) Interpretation.
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(i) Survival. All representations and warranties made by any party in
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connection with any transaction contemplated by this Stock Option
Certificate shall, irrespective of any
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investigation made by or on behalf of any other party hereto,
survive the execution and delivery of this Stock Option
Certificate and the performance or consummation of any
transaction described in this Stock Option Certificate.
(ii) Entire Agreement/No Collateral Representations. Each party
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expressly acknowledges and agrees that this Stock Option
Certificate, together with and subject to the Plan and the Plan
Summary: (1) is the final, complete and exclusive statement of
the agreement of the parties with respect to the subject matter
hereof; (2) supersedes any prior or contemporaneous agreements,
proposals, commitments, guarantees, assurances, communications,
discussions, promises, representations, understandings, conduct,
acts, courses of dealing, warranties, interpretations or terms of
any kind, whether oral or written (collectively and severally,
the "prior agreements"), and that any such prior agreements are
of no force or effect except as expressly set forth herein; and
(3) may not be varied, supplemented or contradicted by evidence
of prior agreements, or by evidence of subsequent oral
agreements. No prior drafts of this Stock Option Certificate, and
no words or phrases from any prior drafts, shall be admissible
into evidence in any action or suit involving this Stock Option
Certificate.
(iii) Amendment; Waiver; Forbearance. Except as expressly provided
------------------------------
otherwise herein, neither this Stock Option Certificate nor any
of the terms, provisions, obligations or rights contained herein
may be amended, modified, supplemented, augmented, rescinded,
discharged or terminated (other than by performance), except as
provided in the Plan or by a written instrument or instruments
signed by all of the parties to this Stock Option Certificate. No
waiver of any breach of any term, provision or agreement
contained herein, or of the performance of any act or obligation
under this Stock Option Certificate, or of any extension of time
for performance of any such act or obligation, or of any right
granted under this Stock Option Certificate, shall be effective
and binding unless such waiver shall be in a written instrument
or instruments signed by each party claimed to have given or
consented to such waiver and each party affected by such waiver.
Except to the extent that the party or parties claimed to have
given or consented to a waiver may have otherwise agreed in
writing, no such waiver shall be deemed a waiver or
relinquishment of any other term, provision, agreement, act,
obligation or right granted under this Stock Option Certificate,
or any preceding or subsequent breach thereof. No forbearance by
a party to seek a remedy for any noncompliance or breach by
another party hereto shall be deemed to be a waiver by such
forbearing party of its rights and remedies with respect to such
noncompliance or breach, unless such waiver shall be in a written
instrument or instruments signed by the forbearing party.
(iv) Remedies Cumulative. The remedies of each party under this Stock
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Option Certificate are cumulative and shall not exclude any other
remedies to which such party may be lawfully entitled, at law or
in equity.
(v) Severability. If any term or provision of this Stock Option
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Certificate or the application thereof to any person or
circumstance shall, to any extent, be determined to be invalid,
illegal or unenforceable under present or future laws, then, and
in that event: (1) the performance of the offending term or
provision (but only to the extent its application is invalid,
illegal or unenforceable) shall be excused as if it had never
been incorporated into this Stock Option Certificate, and, in
lieu of such excused provision, there shall be added a provision
as similar in terms and amount to such excused provision as may
be possible and be legal, valid and enforceable; and (2) the
remaining part of this Stock Option Certificate (including the
application of the offending term or provision to persons or
circumstances other than those as to which it is held invalid,
illegal or unenforceable) shall not be affected thereby, and
shall continue in full force and effect to the fullest extent
provided by law.
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(vi) Parties in Interest. Notwithstanding anything else to the
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contrary herein nothing in this Stock Option Certificate shall
confer any rights or remedies under or by reason of this Stock
Option Certificate on any persons other than the parties hereto
and their respective successors and assigns, if any, as may be
permitted under the Plan or hereunder, nor shall anything in
this Stock Option Certificate relieve or discharge the
obligation or liability of any third person to any party to
this Stock Option Certificate, nor shall any provision give any
third person any right of subrogation or action over or against
any party to this Stock Option Certificate.
(vii) No Reliance Upon Prior Representation. Each party acknowledges
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that: (i) no other party has made any oral representation or
promise which would induce them prior to executing this Stock
Option Certificate to change their position to their detriment,
to partially perform, or to part with value in reliance upon
such representation or promise; and (ii) such party has not so
changed its position, performed or parted with value prior to
the time of the execution of this Stock Option Certificate, or
such party has taken such action at its own risk.
(viii) Headings; References; Incorporation; "Person"; Gender;
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Statutory References. The headings used in this Stock Option
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Certificate are for convenience and reference purposes only,
and shall not be used in construing or interpreting the scope
or intent of this Stock Option Certificate or any provision
hereof. References to this Stock Option Certificate shall
include all amendments or renewals thereof. All cross-
references in this Stock Option Certificate, unless
specifically directed to another agreement or document, shall
be construed only to refer to provisions within this Stock
Option Certificate, and shall not be construed to be referenced
to the overall transaction or to any other agreement or
document. Any Exhibit referenced in this Stock Option
Certificate shall be construed to be incorporated in this Stock
Option Certificate by such reference. As used in this Stock
Option Certificate, the term "person" is defined in its
broadest sense as any individual, entity or fiduciary who has
legal standing to enter into this Stock Option Certificate such
as, by way of example and not limitation, individual or natural
persons and trusts. As used in this Stock Option Certificate,
each gender shall be deemed to include the other gender,
including neutral genders appropriate for entities, if
applicable, and the singular shall be deemed to include the
plural, and vice versa, as the context requires. Any reference
to statutes or laws will include all amendments, modifications,
or replacements of the specific sections and provisions
concerned.
(d) Enforcement.
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(i) Applicable Law. This Stock Option Certificate and the rights
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and remedies of each party arising out of or relating to this
Stock Option Certificate (including, without limitation,
equitable remedies) shall (with the exception of the Securities
Act and the Blue Sky Laws) be solely governed by, interpreted
under, and construed and enforced in accordance with the laws
(without regard to the conflicts of law principles) of the
Province of Alberta, Canada, as if this Stock Option
Certificate were made, and as if its obligations are to be
performed, wholly within the Province of Alberta, Canada.
(ii) Consent to Jurisdiction; Service of Process. Any "action or
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proceeding" (as such term is defined below) arising out of or
relating to this Stock Option Certificate shall be filed in and
heard and litigated solely before the provincial courts of
Alberta, Canada, located within the City of Calgary, Alberta,
Canada. Each party generally and unconditionally accepts the
exclusive jurisdiction of such courts and venue therein;
consents to the service of process in any such action or
proceeding by certified or registered mailing of the summons
and complaint in accordance with the notice provisions of this
Stock Option Certificate; and waives any defense or right to
object to venue in said courts based upon
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the doctrine of "forum non conveniens." The term "action or
proceeding" is defined as any and all claims, suits, actions,
hearings, arbitrations or other similar proceedings, including
appeals and petitions therefrom, whether formal or informal,
governmental or non-governmental, or civil or criminal.
(iii) Waiver of Right to Jury Trial. Each party hereby waives such
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party's respective right to a jury trial of any claim or cause
of action based upon or arising out of this Stock Option
Certificate. Each party acknowledges that this waiver is a
material inducement to each other party hereto to enter into
the transaction contemplated hereby; that each other party has
already relied upon this waiver in entering into this Stock
Option Certificate; and that each other party will continue to
rely on this waiver in their future dealings. Each party
warrants and represents that such party has reviewed this
waiver with such party's legal counsel, and that such party has
knowingly and voluntarily waived its jury trial rights
following consultation with such legal counsel.
(e) Successors and Assigns. All of the representations, warranties,
----------------------
covenants, conditions and provisions of this Stock Option Certificate
shall be binding upon and shall inure to the benefit of each party and
such party's respective successors and permitted assigns, spouses,
heirs, executors, administrators, and personal and legal
representatives .
(f) Notices. Except as otherwise specifically provided in this Stock
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Option Certificate, all notices, demands, requests, consents,
approvals or other communications (collectively and severally called
"notices") required or permitted to be given hereunder shall be given
in accordance with the notice provisions in the Plan.
(g) Counterparts. This Stock Option Certificate may be executed in
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counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument, binding
on all parties hereto. Any signature page of this Stock Option
Certificate may be detached from any counterpart of this Stock Option
Certificate and reattached to any other counterpart of this Stock
Option Certificate identical in form hereto by having attached to it
one or more additional signature pages.
WHEREFORE, the parties hereto have for purposes of this Stock Option Certificate
executed this Stock Option Certificate in Calgary, Alberta, Canada, effective as
of the Option Effective Date first set forth on the first page of this Stock
Option Certificate.
COMPANY:
Pinnacle Oil International, Inc.,
a Nevada corporation
By:______________________________
RECIPIENT:
_________________________________
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Attachment to Stock Option Certificate
NOTICE OF EXERCISE OF STOCK OPTION
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[To be signed by the Recipient only upon exercise of Option]
TO: Secretary
Pinnacle Oil International, Inc.
840 7/th/ Avenue, Suite 750, Phoenix Place, S.W.
Calgary, Alberta, Canada T2P 3G2
The undersigned, the holder of Options under that certain Stock Option
Certificate (the "Option Certificate") dated effective __________ between
Pinnacle Oil International, Inc., a Nevada corporation (the "Company") and the
undersigned (the "Recipient"), hereby irrevocably elects, in accordance with the
terms and conditions of that certain 1997 Pinnacle Oil International, Inc. Stock
Plan dated July 25, 1997, as it may be amended from time to time (the "Plan"),
under which the Stock Option Certificate was granted, to exercise the
undersigned's Option under the Plan to purchase ________________________________
(______________)/(1)/ shares of the common stock, no par value ("Common Stock")
of the Company (collectively and severally, the "Option Shares"), for the
aggregate purchase price of ($______________)./(2)/.
/(1)/ Insert number of Option Shares as specified in the Stock Option
Certificate which are vested Option Shares (as defined by the Plan)
which the Recipient is exercising the Recipient's Option to
purchase.
/(2)/ Number of Option Shares to be exercised as specified above
multiplied by the Option Price per share ($_____ per share).
The Recipient hereby makes the following acknowledgments to the Company:
A. That the Company shall have the right, if the Recipient is an Employee as
of the date of his, her or its exercise of the Option, to withhold from the
Recipient's compensation such amounts as may be sufficient to satisfy any
federal, state, territorial and/or provincial withholding tax requirements
incident to such exercise pursuant to section 8 of the Plan, and the
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Recipient shall remit to the Company any additional amounts which may be
required.
B. That the Company shall have the right (unless the Company in its sole
discretion, and without any obligation to do so) registers the Option
Shares under Form S-8 or any comparable registration statement) to place
the following legend (or any variation thereof determined appropriate by
the Company) on the share certificate or certificates for the Option Shares
to comply with applicable federal, state and territorial securities laws:
"The securities represented by this certificate have not been (1)
registered under the United States Securities Act of 1933, as amended, in
reliance upon an exemption from registration afforded by such act, or (2)
registered under the securities laws of any state or territory of the
United States which may be applicable, in reliance upon an exemption from
registration afforded by such state or territorial securities laws. These
securities have been acquired for the holder's own account for investment
purposes and not with a view for resale or distribution.
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These securities may not be sold or transferred within the United States or
any of its territories unless (1) they have been registered under the
United States Securities Act of 1933 as well as under the securities laws
of any state or territory of the united states as may then be applicable,
or (2) the transfer agent (or the company if then acting as its transfer
agent) is presented with either a written opinion satisfactory to counsel
for the Company or a no-action or interpretive letter from the United
States Securities and Exchange Commission and any applicable state or
territorial securities regulatory agency to the effect that such
registration is not required under the circumstances of such sale or
transfer."
C. That the Company shall have the right (unless the Company in its sole
discretion, and without any obligation to do so) obtains a discretionary
order from any applicable provincial securities commission, to place the
following legend (or any variation thereof determined appropriate by the
Company) on the share certificate or certificates for the Option Shares to
comply with applicable provincial securities laws:
"Residents of Alberta or any other province of Canada are subject to an
indefinite hold period, and the transfer of these securities by a resident
of these provinces can only be effectuated pursuant to an exemption from
the registration and prospectus requirements of the applicable securities
act of such provinces or pursuant a discretionary order of the applicable
securities commission."
D. That the Company shall have the right to place the following legend (or any
variation thereof determined appropriate by the Company) on the share
certificate or certificates for the Option Shares to comply with the Drag-
Along Rights granted to the Company pursuant to section 14 of the Plan:
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"The securities represented by this certificate are subject to certain
drag-along rights set forth in full in that certain 1997 Pinnacle Oil
International, Inc. Stock Plan dated July 25, 1997, as it may be amended or
restated from time to time, a copy of which may be inspected by authorized
persons at the principal office of the Company, and all the provisions of
which are incorporated by reference in this certificate."
The Recipient hereby makes the following representations, warranties or
covenants to the Company, each of which is deemed to be a separate
representation, warranty and covenant:
A. The Recipient's permanent legal residence and domicile, if the Recipient is
an individual, or permanent legal executive offices and principal place of
business, if the Recipient is an Entity, is in the State, territory or
province specified below the Recipient's signature below on this Notice as
of the time of his, her or its exercise of the Stock Option Certificate.
B. The Recipient, if a natural person, is age eighteen (18) or over.
C. The Recipient has received a copy of the Plan as well as a copy of the 1997
Pinnacle Oil International, Inc. Stock Plan Summary (the "Plan Summary"),
which explains the administration and operation of the Plan, risk factors
concerning an investment in the Common Stock and the Company, the tax
consequences of grants of Options under the Plan, and certain other
relevant matters pertaining to the Plan, and has read and understood the
Plan and the Plan Summary.
D. The Recipient:
1. has taken the opportunity, prior to exercising the Option, to engage
such investment professionals and advisors including, without
limitation, accountants, appraisers, investment, tax and legal
advisors, each of whom are independent of the Company and its advisors
and agents, to:
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(A) conduct such due diligence review as the Recipient and/or such
investment professionals and advisors deem necessary or
advisable; and
(B) to provide such opinions as to (i) the investment merits of a
proposed investment in the Option Shares, the tax consequences of
the grant and exercise of the Option, and the subsequent
disposition of the Option Shares, and (ii) the effect of same
upon the Recipient's personal financial circumstances, as the
Recipient and/or his, her or its investment professionals and
advisors have or may deem advisable; and
2. has received, to the extent he, she or it has availed himself, herself
or itself of these opportunities, satisfactory information and answers
from such investment professionals and advisors.
E. Without limiting the generality of the immediately preceding
paragraph, prior to exercising the Option:
1. the Recipient and his, her or its investment professionals and
advisors have taken the opportunity, to the extent the Recipient
and/or such investment professionals and advisors have determined it
to be necessary, to:
(A) be provided with financial and other written information (in
addition to that contained in the Plan and Plan Summary);
(B) ask questions and receive answers concerning the terms and
conditions of the Stock Option Certificate, an investment in the
Option Shares, and the business of the Company and its finances;
and
(C) review all documents, books and records of the Company; and
2. the Recipient and/or his, her or its investment professionals and
advisors have received, to the extent they have availed themselves of
these opportunities, satisfactory information and answers.
F. With the exception of written information given to the Recipient by the
principal executive officers of the Company, no person has provided any
information (other than the provision of the Plan and Plan Summary), or
made any representations to the Recipient, concerning the Company or its
past, present or future business; on which the Recipient has relied in
offering to purchase the Option Shares.
G. The Recipient has been informed and understands and agrees as follows:
1. Unless and to the extent the Company has registered the Option Shares
there are substantial restrictions on the transferability of the
Option Shares as set forth in the Plan and as are more particularly
described in the Plan Summary;
2. as a result of such restrictions,
(A) it may not be possible for the Recipient to sell or otherwise
liquidate the Option Shares in the case of emergency and/or other
need, and the Recipient must therefore be able to hold the Option
Shares until the lapse of said restrictions,
(B) the Recipient must have adequate means of providing for the
Recipient's current needs and personal contingencies, and
(C) the Recipient must have no need for liquidity in an investment in
the Option Shares; and
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3. the Recipient has evaluated the Recipient's financial resources and
investment position in view of the foregoing, and the Recipient is
able to bear the economic risk of an investment in the Option Shares.
H. Unless and to the extent the Company has registered the Option Shares:
1. the Option Shares will be purchased by the Recipient as principal and
not by any other person, with the Recipient's own funds and not with
the funds of any other person, and for the account of the Recipient
and not as a nominee or agent and not for the account of any other
person;
2. the Recipient will purchase the Option Shares for investment purposes
only for an indefinite period, and not with a view to the sale or
distribution of any part or all thereof by public or private sale or
other disposition; and
3. no person other than the Recipient will have any interest, beneficial
or otherwise, in the Option Shares, and the Recipient is not obligated
(and will not be obligated at time of exercise) to transfer the Option
Shares to any other person, nor does the Recipient have any agreement
or understanding to do so.
I. The Recipient has complied with all applicable investment laws and
regulations in force relating to the legality of an investment in the
Option Shares by the Recipient in any jurisdiction in which he, she or it
purchases the Option Shares, and has obtained any consent, approval or
permission required of him, her or it for the purchase of the Option Shares
under the investment laws and regulations in force in any jurisdiction to
which he, she or it is subject, or in which he, she or it makes such
purchase, and the Company shall have no responsibility therefor.
J. With the exception of the provision of the Plan and the Plan Summary, the
Recipient has not seen, received, been presented with or been solicited by
any advertisement, article, notice, leaflet or other communication (whether
published in any newspaper, magazine, or similar media or broadcast over
television or radio or otherwise generally disseminated or distributed); or
through any public or promotional seminar or meeting to which the Recipient
was invited through any such advertisement, article, notice, leaflet or
other communication.
K. The Recipient has not retained any broker-dealer, placement agent or finder
to whom the Company will have any obligation to pay any commissions or
fees.
Each of the foregoing representations, warranties and covenants of the Recipient
shall be deemed made as of the date the Recipient exercises this Option, and
shall survive the date of closing with respect to the exercise of the last
Option hereunder.
Signature must conform in all respects to name of the Recipient as specified in
the Plan, unless the undersigned is the Recipient's Successor, in which case the
undersigned must submit appropriate proof of the right of the undersigned to
exercise the Option.
Signature: _______________________________
Print Name: _______________________________
Address: _______________________________
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Date: _______________________________
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