exv4w7



 





Exhibit 4.7




SOURCEFIRE, INC.




2007 STOCK INCENTIVE PLAN




FORM
OF NOTICE OF RESTRICTED STOCK PURCHASE AWARD




FOR NON-EMPLOYEE DIRECTORS




	 	 	 
	 
	 	 
	Grantee’s Name and Address:
	 	 
	 
	 
	 
	 
	 	 
	 
	 
	 
	 	 
	 
	 
	 
	 
	 
	 	 





     You (the “Grantee”) have been granted the right to purchase shares of Common Stock of
the Company, subject to the terms and conditions of this Notice of Restricted Stock Purchase Award
(the “Notice”), the Sourcefire, Inc. 2007 Stock Incentive Plan, as amended from time to
time (the “Plan”) and the Restricted Stock Purchase Award Agreement (the
“Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Notice.



	 	 	 
	Award Number
	 	 
	 
	 
	 
	 	 
	Date of Award
	 	 
	 
	 
	 
	 	 
	Vesting Commencement Date
	 	 
	 
	 
	 
	 	 
	Purchase Price per Share
	 	 
	 
	 
	 
	 	 
	Total Number of Shares
of Common Stock Awarded
	 	 
	 
	 
	 
	 	 
	Total Purchase Price
	 	 
	 
	 





Vesting Schedule:



     Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice,
the Agreement and the Plan, the Shares will “vest” in accordance with the following schedule:



     [One hundred percent (100%) of the Total Number of Shares of Common Stock Awarded shall vest
twelve (12) months after the Vesting Commencement Date.]



     [Notwithstanding the foregoing, in the event of a Corporate Transaction or Change in Control,
one hundred percent (100%) of the Shares then outstanding shall become fully vested immediately
prior to the effective date of such Corporate Transaction or Change of Control.]



     Vesting shall cease upon the date of termination of the Grantee’s Continuous Service for any
reason, including death or Disability. For purposes of this Notice and the Agreement, the term
“vest” shall mean, with respect to any Shares, that such Shares are no longer subject to repurchase
at the Purchase Price per Share; provided, however, that such Shares shall remain subject to other
restrictions on transfer set forth in the Agreement or the Plan. Shares that have not vested are
deemed “Restricted Shares.” If the Grantee would become vested in a fraction of



1









 







a Restricted Share, such Restricted Share shall not vest until the Grantee becomes vested in
the entire Share.



     IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the
Award is to be governed by the terms and conditions of this Notice, the Plan, and the Agreement.



	 	 	 	 	 	 	 
	 	 	Sourcefire, Inc.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 




THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD
OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD OR ACQUIRING
SHARES HEREUNDER).




     The Grantee acknowledges receipt of a copy of the Plan and the Agreement and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject
to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the
Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Notice and fully understands all provisions of this Notice, the Agreement
and the Plan. The Grantee hereby agrees that all questions of interpretation and administration
relating to this Notice, the Plan and the Agreement shall be resolved by the Administrator in
accordance with Section 16 of the Agreement. The Grantee further agrees to the venue selection in
accordance with Section 17 of the Agreement. The Grantee further agrees to notify the Company upon
any change in the residence address indicated in this Notice.



	 	 	 	 	 	 
	Dated:

	 	 	Signed:	 	 





2









 





Award
Number: ______________




SOURCEFIRE, INC.

2007 STOCK INCENTIVE PLAN




RESTRICTED STOCK PURCHASE AWARD AGREEMENT




     1. Purchase of Shares. Sourcefire, Inc., a Delaware corporation (the
“Company”), hereby issues and sells to the Grantee (the “Grantee”) named in the
Notice of Restricted Stock Purchase Award (the “Notice”), the Total Number of Shares of
Common Stock Awarded set forth in the Notice (the “Shares”) for a Purchase Price per Share
set forth in the Notice (the “Total Purchase Price”), subject to the Notice, this
Restricted Stock Purchase Award Agreement (the “Agreement”) and the terms and provisions of
the Company’s 2007 Stock Incentive Plan, as amended from time to time (the “Plan”), which
is incorporated herein by reference. Payment for the Shares in the amount of the Total Purchase
Price set forth in the Notice shall be made to the Company upon execution of the Notice. Unless
otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in
this Agreement. All Shares sold hereunder will be deemed issued to the Grantee as fully paid and
nonassessable shares, and the Grantee will have the right to vote the Shares at meetings of the
Company’s stockholders. The Company shall pay any applicable stock transfer taxes imposed upon the
issuance of the Shares to the Grantee hereunder.



     2. Method of Payment. Payment of the Total Purchase Price shall be by any of the
following, or a combination thereof, at the election of the Grantee; provided, however, that such
payment method does not then violate an Applicable Law and, provided further, that the portion of
the Total Purchase Price equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law:



          (a) cash; or




          (b) check.




     3. Transfer Restrictions. The Shares sold to the Grantee hereunder may not be sold,
transferred by gift, pledged, hypothecated, or otherwise transferred or disposed of by the Grantee
prior to the date when the Shares become vested pursuant to the Vesting Schedule set forth in the
Notice. Any attempt to transfer Restricted Shares in violation of this Section 3 will be null and
void and will be disregarded.



     4. Escrow of Stock. For purposes of facilitating the enforcement of the provisions of
this Agreement, the Grantee agrees, immediately upon receipt of the certificate(s) for the
Restricted Shares, to deliver such certificate(s), together with an Assignment Separate from
Certificate in the form attached hereto as Exhibit A, executed in blank by the Grantee and
the Grantee’s spouse (if required for transfer) with respect to each such stock certificate, to the
Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long
as such Restricted Shares have not vested pursuant to the Vesting Schedule set forth in the



1









 







Notice or continue to remain subject to the Company’s Repurchase Right, with the authority to
take all such actions and to effectuate all such transfers and/or releases as may be necessary or
appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof.
The Grantee hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the
Company (or their designee) as the escrow holder hereunder with the stated authorities is a
material inducement to the Company to make this Agreement and that such appointment is coupled with
an interest and is accordingly irrevocable. The Grantee agrees that the Restricted Shares may be
held electronically in a book entry system maintained by the Company’s transfer agent or other
third-party and that all the terms and conditions of this Section 4 applicable to certificated
Restricted Shares will apply with the same force and effect to such electronic method for holding
the Restricted Shares. The Grantee agrees that such escrow holder shall not be liable to any party
hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly
negligent relative thereto. The escrow holder may rely upon any letter, notice or other document
executed by any signature purported to be genuine and may resign at any time. Upon the vesting of
all Restricted Shares and termination of the Company’s Repurchase Right, the escrow holder will,
without further order or instruction, transmit to the Grantee the certificate evidencing such
Shares, subject, however, to satisfaction of any withholding obligations provided in Section 6
below.



     5. Distributions. The Company shall disburse to the Grantee all regular cash
dividends with respect to the Shares and Additional Securities (whether vested or not), less any
applicable withholding obligations.



     6. Section 83(b) Election and Withholding of Taxes. The Grantee shall provide the
Administrator with a copy of any timely election made pursuant to Section 83(b) of the Internal
Revenue Code or similar provision of state law (collectively, an “83(b) Election”), a form
of which is attached hereto as Exhibit B. If the Grantee makes a timely 83(b) Election,
the Grantee shall immediately pay the Company the amount necessary to satisfy any applicable
foreign, federal, state, and local income and employment tax withholding obligations. If the
Grantee does not make a timely 83(b) Election, the Grantee shall, as Restricted Shares shall vest
or at the time withholding is otherwise required by any Applicable Law, pay the Company the amount
necessary to satisfy any applicable foreign, federal, state, and local income and employment tax
withholding obligations. Notwithstanding the foregoing, the Company also may satisfy any tax
withholding obligation by offsetting any amounts due to the Grantee by the Company. The Grantee
hereby represents that he or she understands (a) the contents and requirements of the 83(b)
Election, (b) the application of Section 83(b) to the receipt of the Shares by the Grantee pursuant
to this Agreement, (c) the nature of the election to be made by the Grantee under Section 83(b),
and (d) the effect and requirements of the 83(b) Election under relevant state and local tax laws.



     7. Additional Securities. Any securities or cash received (other than a regular cash
dividend) as the result of ownership of the Restricted Shares (the “Additional
Securities”), including, but not by way of limitation, warrants, options and securities
received as a stock dividend or stock split, or as a result of a recapitalization or reorganization
or other similar change in the Company’s capital structure, shall be retained in escrow in the same
manner and subject to the same conditions and restrictions as the Restricted Shares with respect to
which they were issued, including, without limitation, the Vesting Schedule set forth in the Notice
and



2









 







the Repurchase Right. The Grantee shall be entitled to direct the Company to exercise any
warrant or option received as Additional Securities upon supplying the funds necessary to do so, in
which event the securities so purchased shall constitute Additional Securities, but the Grantee may
not direct the Company to sell any such warrant or option. If Additional Securities consist of a
convertible security, the Grantee may exercise any conversion right, and any securities so acquired
shall constitute Additional Securities. Appropriate adjustments to reflect the distribution of
Additional Securities shall be made to the price per share to be paid upon the exercise of the
Repurchase Right in order to reflect the effect of any such transaction upon the Company’s capital
structure. In the event of any change in certificates evidencing the Shares or the Additional
Securities by reason of any recapitalization, reorganization or other transaction that results in
the creation of Additional Securities, the escrow holder is authorized to deliver to the issuer the
certificates evidencing the Shares or the Additional Securities in exchange for the certificates of
the replacement securities.



     8. Company’s Repurchase Right.



          (a) Grant of Repurchase Right. The Company is hereby granted the right to purchase
all or any portion of the Shares that are deemed Restricted Shares (the “Repurchase
Right”), exercisable at any time during the ninety (90) day period (the “Share Repurchase
Period”) commencing on the date the Grantee’s Continuous Service terminates for any reason,
including death or disability (the “Termination Date”), provided, however, that if the
Shares to be repurchased are not Mature Shares then the Share Repurchase Period shall be extended
by the number of days necessary for the such Shares to become Mature Shares. “Mature Shares” shall
mean vested Shares that have been held by Grantee for a period of more than six (6) months after
the Shares have vested.




          (b) Exercise of the Repurchase Right. The Repurchase Right shall be exercisable by
written notice delivered to the Grantee prior to the expiration of the Share Repurchase Period.
The notice shall indicate the number of Shares to be repurchased and the date on which the
repurchase is to be effected, such date to be not later than the last day of the Share Repurchase
Period. On the date on which the repurchase is to be effected, the Company and/or its assigns
shall pay to the Grantee in cash or cash equivalents (including the cancellation of any
purchase-money indebtedness) for Restricted Shares being repurchased an amount equal to the
Purchase Price per Share previously paid by the Grantee to the Company for such Shares on the
Termination Date. Upon such payment to the Grantee or into escrow for the benefit of the Grantee,
the Company and/or its assigns shall become the legal and beneficial owner of the Shares being
repurchased and all rights and interest thereon or related thereto, and the Company shall have the
right to transfer to its own name or its assigns the number of Shares being repurchased, without
further action by the Grantee.




          (c) Assignment. Whenever the Company shall have the right to purchase Shares under
this Repurchase Right, the Company may designate and assign one or more employees, officers,
directors or stockholders of the Company or other persons or organizations, to exercise all or a
part of the Company’s Repurchase Right.




          (d) Termination of the Repurchase Right. The Repurchase Right shall terminate with
respect to any Shares for which it is not timely exercised.




3









 








          (e) Change in Control or Corporate Transaction. In the event of a Change in Control
or a Corporate Transaction, the Repurchase Right shall apply to the new capital stock or other
property (including cash paid other than as a regular cash dividend) received in exchange for the
Shares in consummation of the Change in Control or Corporate Transaction and such stock or property
shall be deemed Additional Securities for purposes of this Agreement, but only to the extent the
Shares are at the time covered by such Repurchase Right. Appropriate adjustments shall be made to
the price per share payable upon exercise of the Repurchase Right to reflect the effect of the
Change in Control or Corporate Transaction.




     9. Stop-Transfer Notices. In order to ensure compliance with the restrictions on
transfer set forth in this Agreement, the Notice or the Plan, the Company may issue appropriate
“stop transfer” instructions to its transfer agent, if any, and, if the Company transfers its own
securities, it may make appropriate notations to the same effect in its own records.



     10. Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.



     11. Restrictive Legends. The Grantee understands and agrees that the Company may
cause the legends set forth below or legends substantially equivalent thereto, to be placed upon
any certificate(s) evidencing ownership of the Shares together with any other legends that may be
required by the Company or by state or federal securities laws:



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND A REPURCHASE RIGHT HELD BY THE ISSUER
OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF
THE ISSUER.



4









 





     12. Lock-Up Agreement.



          (a) Agreement. The Grantee, if requested by the Company and the lead underwriter of
any public offering of the Common Stock (the “Lead Underwriter”), hereby irrevocably agrees
not to sell, contract to sell, grant any option to purchase, transfer the economic risk of
ownership in, make any short sale of, pledge or otherwise transfer or dispose of any interest in
any Common Stock or any securities convertible into or exchangeable or exercisable for or any other
rights to purchase or acquire Common Stock (except Common Stock included in such public offering or
acquired on the public market after such offering) during the 180-day period following the
effective date of a registration statement of the Company filed under the Securities Act of 1933,
as amended, or such shorter or longer period of time as the Lead Underwriter shall specify. The
Grantee further agrees to sign such documents as may be requested by the Lead Underwriter to effect
the foregoing and agrees that the Company may impose stop-transfer instructions with respect to
such Common Stock subject until the end of such period. The Company and the Grantee acknowledge
that each Lead Underwriter of a public offering of the Company’s stock, during the period of such
offering and for the lock-up period thereafter, is an intended beneficiary of this Section 12.




          (b) No Amendment Without Consent of Underwriter. During the period from
identification as a Lead Underwriter in connection with any public offering of the Company’s Common
Stock until the earlier of (i) the expiration of the lock-up period specified in Section 12(a) in
connection with such offering or (ii) the abandonment of such offering by the Company and the Lead
Underwriter, the provisions of this Section 12 may not be amended or waived except with the consent
of the Lead Underwriter.




     13. Grantee’s Representations. In the event the Shares purchasable pursuant to this
Agreement have not been registered under the Securities Act of 1933, as amended, at the time of
purchase, the Grantee shall, if required by the Company, concurrently with the purchase of the
Shares, deliver to the Company his or her Investment Representation Statement in the form attached
hereto as Exhibit C.



     14. Entire Agreement: Governing Law. The Notice, the Plan and this Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and the Grantee
with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s
interest except by means of a writing signed by the Company and the Grantee. These agreements are
to be construed in accordance with and governed by the internal laws of the State of Delaware.
Should any provision of the Notice or this Agreement be determined to be illegal or unenforceable,
the other provisions shall nevertheless remain effective and shall remain enforceable.



     15. Construction. The captions used in the Notice and this Agreement are inserted for
convenience and shall not be deemed a part of the Agreement for construction or interpretation.
Except when otherwise indicated by the context, the singular shall include the plural and the
plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless
the context clearly requires otherwise.



5









 





     16. Administration and Interpretation. Any question or dispute regarding the
administration or interpretation of the Notice, the Plan or this Agreement shall be submitted by
the Grantee or by the Company to the Administrator. The resolution of such question or dispute by
the Administrator shall be final and binding on all persons.



     17. Venue. The Company, the Grantee, and the Grantee’s assignees pursuant to Section
3 (the “parties”) agree that any suit, action, or proceeding arising out of or relating to the
Notice, the Plan or this Agreement shall be brought in the United States Federal Court serving
Howard County, Maryland (or should such court lack jurisdiction to hear such action, suit or
proceeding, in a Maryland state court in Howard County, Maryland) and that the parties shall submit
to the jurisdiction of such court and that the parties shall submit to the jurisdiction of such
court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the
party may have to the laying of venue for any such suit, action or proceeding brought in such
court. If any one or more provisions of this Section 17 shall for any reason be held invalid or
unenforceable, it is the specific intent of the parties that such provisions shall be modified to
the minimum extent necessary to make it or its application valid and enforceable.



     18. Notices. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service or upon deposit in the United States mail
by certified mail (if the parties are within the United States), with postage and fees prepaid,
addressed to the other party at its address as shown in these instruments, or to such other address
as such party may designate in writing from time to time to the other party.



[Exhibits Follow]




6









 








EXHIBIT A




STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



[Please sign this document but do not date it. The date and information of the transferee
will be completed if and when the shares are assigned.]




     FOR VALUE RECEIVED,                                          hereby sells, assigns and transfers
unto                     ,                      (___) shares of the Common Stock of
Sourcefire, Inc., a Delaware corporation (the “Company”), standing in his name on the books
of, the Company represented by Certificate No. ___ herewith, and does hereby irrevocably
constitute and appoint the Secretary of the Company attorney to transfer the said stock in
the books of the Company with full power of substitution.




	 	 	 
	DATED:

	 	 






	 	 	 
	 	 	 







1









 








EXHIBIT B




ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986




     The undersigned taxpayer hereby elects, pursuant to the Internal Revenue Code, to include in
gross income for 200___ the amount of any compensation taxable in connection with the taxpayer’s
receipt of the property described below:



     1. The name, address, taxpayer identification number and taxable year of the undersigned are:



     TAXPAYER’S NAME:



     TAXPAYER’S SOCIAL SECURITY NO.:



     TAXABLE YEAR: Calendar Year 200___



     ADDRESS:



     2. The
property which is the subject of this election is
                     shares of common stock of
Sourcefire, Inc.



     3. The property was transferred to the undersigned on                     , 200___.



     4. The property is subject to the following restrictions: The property is subject to a
repurchase right pursuant to which the issuer has the right to acquire the property at the original
purchase price if for any reason taxpayer’s employment or service with the issuer is terminated.
The issuer’s repurchase right lapses in a series of periodic installments.



     5. The fair market value of the property at the time of transfer (determined without regard to
any restriction other than a restriction which by its terms will
never lapse) is: $                      per
share x
                    
shares = $                     .



     6. The undersigned paid $                      per share x                                 shares for the property transferred or a
total of $                     .



     The undersigned has submitted a copy of this statement to the person for whom the services
were performed in connection with the undersigned’s receipt of the above-described property. The
undersigned taxpayer is the person performing the services in connection with the transfer of said
property.



     The undersigned will file this election with the Internal Revenue Service office to which he
files his annual income tax return not later than 30 days after the date of transfer of the
property. A copy of the election also will be furnished to the person for whom the services were



1









 




performed. Additionally, the undersigned will include a copy of the election with his income
tax return for the taxable year in which the property is transferred. The undersigned understands
that this election will also be effective as an election under                      law.





	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 
	 	Taxpayer








2









 





EXHIBIT C




SOURCEFIRE, INC.




2007 STOCK INCENTIVE PLAN




INVESTMENT REPRESENTATION STATEMENT




	 	 	 	 	 	 	 
	GRANTEE

	 	:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	COMPANY

	 	:
	 	SOURCEFIRE, INC.	 	 
	 
	 	 	 	 	 	 
	SECURITY

	 	:
	 	COMMON STOCK	 	 
	 
	 	 	 	 	 	 
	AMOUNT

	 	:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	DATE

	 	:	 	 	 	 
	 

	 	 	 	 	 	 




In connection with the purchase of the above-listed Securities, the undersigned Grantee represents
to the Company the following:




          (a) The Grantee is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision
to acquire the Securities. The Grantee is acquiring these Securities for investment for the
Grantee’s own account only and not with a view to, or for resale in connection with, any
“distribution” thereof within the meaning of the Securities Act of 1933, as amended (the
“Securities Act”).




          (b) The Grantee acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the Securities Act in
reliance upon a specific exemption therefrom, which exemption depends upon among other things, the
bona fide nature of the Grantee’s investment intent as expressed herein. In this connection, the
Grantee understands that, in the view of the Securities and Exchange Commission, the statutory
basis for such exemption may be unavailable if the Grantee’s representation was predicated solely
upon a present intention to hold these Securities for the minimum capital gains period specified
under tax statutes, for a deferred sale, for or until an increase or decrease in the market price
of the Securities, or for a period of one year or any other fixed period in the future. The
Grantee further understands that the Securities must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such registration is
available. The Grantee further acknowledges and understands that the Company is under no
obligation to register the Securities. The Grantee understands that the certificate evidencing the
Securities will be imprinted with a legend which prohibits the transfer of the Securities unless
they are registered or such registration is not required in the opinion of counsel satisfactory to
the Company.




          (c) The Grantee is familiar with the provisions of Rule 701 and Rule 144, each promulgated
under the Securities Act, which, in substance, permit limited public resale of




1









 







“restricted securities” acquired, directly or indirectly from the issuer thereof, in a
non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if
the issuer qualifies under Rule 701 at the time of the sale of the Shares to the Grantee, the sale
will be exempt from registration under the Securities Act. In the event the Company becomes
subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may
require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain
of the conditions specified by Rule 144, including: (1) the resale being made through a broker in
an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term
is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the
availability of certain public information about the Company, (3) the amount of Securities being
sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4)
the timely filing of a Form 144, if applicable.




     In the event that the Company does not qualify under Rule 701 at the time of sale of the
Securities, then the Securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires the resale to occur not less than one year after the later
of the date the Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the
Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than
two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the
paragraph immediately above.



          (d) The Grantee further understands that in the event all of the applicable requirements of
Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with
Regulation A, or some other registration exemption will be required; and that, notwithstanding the
fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement securities other than in
a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial
burden of proof in establishing that an exemption from registration is available for such offers or
sales, and that such persons and their respective brokers who participate in such transactions do
so at their own risk. The Grantee understands that no assurances can be given that any such other
registration exemption will be available in such event.




          (e) The Grantee represents that the Grantee is a resident of the state of
                                        .



	 	 	 
	 

	 	Signature of the Grantee:
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	Date:
________________,
________








2