THE
        SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR
        INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
        DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
        AN
        EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
        SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
        THE
        SECURITIES ACT OF 1933.

      


      SOLAR
        ENERTECH CORP.

      RESTRICTED
        STOCK AGREEMENT

      (For
        U.S. Participants)

      


      Solar
        Enertech Corp. has granted to the Participant named in the Notice
        of Grant of Award
        (the
“Grant
        Notice”)
        to
        which this Restricted Stock Agreement (the “Agreement”)
        is
        attached an Award (the “Award”)
        consisting of certain shares of Stock (the “Shares”)
        subject
        to the terms and conditions set forth in the Grant Notice and this Agreement.
        The Award has been granted pursuant and shall in all respects be subject
        to the
        terms conditions of the Solar Enertech Corp. 2008 Restricted Stock Plan (the
        “Plan”),
        as
        amended to the Grant Date, the provisions of which are incorporated herein
        by
        reference. By signing the Grant Notice, the Participant:
        (a) acknowledges receipt of and represents that the Participant
        has read
        and is familiar with the Grant Notice, this Agreement and the
        Plan,
        (b) accepts the Award subject to all of the terms and conditions of the
        Grant Notice, this Agreement and the Plan and (c) agrees to accept as
        binding, conclusive and final all decisions or interpretations of the Committee
        upon any questions arising under the Grant Notice, this Agreement or the
        Plan.

      


      1. Definitions
        and Construction.

      


      1.1 Definitions.
        Unless
        otherwise defined herein, capitalized terms shall have the meanings assigned
        in
        the Grant Notice or the Plan. Wherever used herein, the following terms shall
        have their respective meanings set forth below:

      


      (a) “Grant
        Date”
        means
        the effective Grant Date of the Award as set forth in the Grant
        Notice.

      


      (b) “Total
        Number of Shares”
        means
        the total number of Shares subject to the Award as set forth in the Grant
        Notice
        and as adjusted from time to time pursuant to Section 8.

      


      1.2 Construction.
        Captions
        and titles contained herein are for convenience only and shall not affect
        the
        meaning or interpretation of any provision of this Agreement. 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.

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      2. Administration.

      


      All
        questions of interpretation concerning the Grant Notice, this Agreement and
        the
        Plan shall be determined by the Committee. All determinations by the Committee
        shall be final and binding upon all persons having an interest in the Award
        as
        provided by the Plan. Any Officer shall have the authority to act on behalf
        of
        the Company with respect to any matter, right, obligation, or election which
        is
        the responsibility of or which is allocated to the Company herein, provided
        the
        Officer has apparent authority with respect to such matter, right, obligation,
        or election.

      


      3. The
        Award.

      


      3.1 Grant
        and Issuance of Shares.
        On the
        Grant Date, the Participant shall acquire and the Company shall issue, subject
        to the provisions of this Agreement, a number of Shares equal to the Total
        Number of Shares. As a condition to the issuance of the Shares, the Participant
        shall execute and deliver the Grant Notice to the Company, and, if required
        by
        the Company, an Assignment Separate from Certificate duly endorsed (with
        date
        and number of Shares blank) in the form provided by the Company.

      


      3.2 No
        Monetary Payment Required.
        The
        Participant is not required to make any monetary payment (other than applicable
        tax withholding, if any) as a condition to receiving the Shares, the
        consideration for which shall be past services actually rendered and/or future
        services to be rendered to a Participating Company or for its benefit.
        Notwithstanding the foregoing, if required by applicable state corporate
        law,
        the Participant shall furnish consideration in the form of cash or past services
        rendered to a Participating Company or for its benefit having a value not
        less
        than the par value of the Shares issued pursuant to the Award. 

      


      3.3 Beneficial
        Ownership of Shares; Certificate Registration.
        The
        Participant hereby authorizes the Company, in its sole discretion, to deposit
        the Shares with the Company’s transfer agent, including any successor transfer
        agent, to be held in book entry form during the term of the Escrow pursuant
        to
        Section 7.
        Furthermore, the Participant hereby authorizes the Company, in its sole
        discretion, to deposit, following the term of such Escrow, for the benefit
        of
        the Participant with any broker with which the Participant has an account
        relationship of which the Company has notice any or all Shares which are
        no
        longer subject to such Escrow. Except as provided by the foregoing, a
        certificate for the Shares shall be registered in the name of the Participant,
        or, if
        applicable, in the names of the heirs of the Participant.

      


      3.4 Issuance
        of Shares in Compliance with Law.
        The
        issuance of the Shares shall be subject to compliance with all applicable
        requirements of federal, state or foreign law with respect to such securities.
        No Shares shall be issued hereunder if their issuance would constitute a
        violation of any applicable federal, state or foreign securities laws or
        other
        law or regulations or the requirements of any stock exchange or market system
        upon which the Stock may then be listed. The inability of the Company to
        obtain
        from any regulatory body having jurisdiction the authority, if any, deemed
        by
        the Company’s legal counsel to be necessary to the lawful issuance of any Shares
        shall relieve the Company of any liability in respect of the failure to issue
        such Shares as to which such requisite authority shall not have been obtained.
        As a condition to the issuance of the Shares, the Company may require the
        Participant
        to
        satisfy any qualifications that may be necessary or appropriate, to evidence
        compliance with any applicable law or regulation and to make any representation
        or warranty with respect thereto as may be requested by the
        Company.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      4. Vesting
        of Shares.

      


      4.1 Normal
        Vesting.
        Except
        as provided in Section 4.2,
        the
        Shares shall vest and become Vested Shares as provided in the Grant Notice.
        Except as set forth in Section 4.2, no additional Shares will become Vested
        Shares following the Participant’s termination of Service for any
        reason.

      


      4.2 Acceleration
        of Vesting.
        Subject
        to Section 4.3,
        in the
        event of a Change in Control, the vesting of the Shares shall be accelerated
        in
        full, and the Total Number of Shares shall be deemed Vested Shares effective
        as
        of the date of the Change in Control, provided that the Participant’s Service
        has not terminated prior to such date.
        In
        addition, if the Participant’s Service is terminated due to his or her death,
        Disability or termination by the Company without Cause, the Total Number
        of
        Shares shall be deemed Vested Shares effective as of the date of
        termination.

      


      4.3 Federal
        Excise Tax Under Section 4999 of the Code.

      


      (a) Excess
        Parachute Payment.
        In the
        event that any acceleration of vesting pursuant to this Agreement and any
        other
        payment or benefit received or to be received by the Participant would subject
        the Participant to any excise tax pursuant to Section 4999 of the Code due
        to the characterization of such acceleration of vesting, payment or benefit
        as
        an excess parachute payment under Section 280G of the Code, the Participant
        may elect, in his or her sole discretion, to reduce the amount of any
        acceleration of vesting called for under this Agreement in order to avoid
        such
        characterization.

      


      (b) Determination
        by Independent Accountants.
        To aid
        the Participant in making any election called for under
        Section 4.3(a),
        upon
        the occurrence of any event that might reasonably be anticipated to give
        rise to
        the acceleration of vesting under Section 4.2
        (an
“Event”),
        the
        Company shall promptly request a determination in writing by independent
        public
        accountants selected by the Company (the “Accountants”).
        Unless
        the Company and the Participant otherwise agree in writing, the Accountants
        shall determine and report to the Company and the Participant within twenty
        (20)
        days of the date of the Event the amount of such acceleration of vesting,
        payments and benefits which would produce the greatest after-tax benefit
        to the
        Participant. For the purposes of such determination, the Accountants may
        rely on
        reasonable, good faith interpretations concerning the application of
        Sections 280G and 4999 of the Code. The Company and the Participant shall
        furnish to the Accountants such information and documents as the Accountants
        may
        reasonably request in order to make their required determination. The Company
        shall bear all fees and expenses the Accountants may reasonably charge in
        connection with their services contemplated by this Section 4.3(b).

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      5. Company
        Reacquisition Right.

      


      5.1 Grant
        of Company Reacquisition Right.
        Except
        to the extent otherwise provided in an employment agreement between a
        Participating Company and the Participant, in the event that (a) the
        Participant’s
        Service
        terminates for any reason or no reason, with or without cause, or (b) the
        Participant, the Participant’s
        legal
        representative, or other holder of the Shares, attempts to sell, exchange,
        transfer, pledge, or otherwise dispose of (other than pursuant to an Ownership
        Change Event), including, without limitation, any transfer to a nominee or
        agent
        of the Participant, any Shares which are not Vested Shares (“Unvested
        Shares”),
        the
        Company shall automatically reacquire the Unvested Shares, and the Participant
        shall not be entitled to any payment therefor (the “Company
        Reacquisition Right”).

      


      5.2 Ownership
        Change Event, Dividends, Distributions and Adjustments.
        Upon the
        occurrence of an Ownership Change Event, a dividend or distribution to the
        stockholders of the Company paid in Shares or other property, or any other
        adjustment upon a change in the capital structure of the Company as described
        in
        Section 4.3 of the Plan, any and all new, substituted or additional securities
        or other property (other than regular, periodic dividends paid on Stock pursuant
        to the Company’s dividend policy) to which the Participant is entitled by reason
        of the Participant’s
        ownership of Unvested Shares shall be immediately subject to the Company
        Reacquisition Right and included in the terms “Shares,” “Stock” and “Unvested
        Shares” for all purposes of the Company Reacquisition Right with the same force
        and effect as the Unvested Shares immediately prior to the Ownership Change
        Event, dividend, distribution or adjustment, as the case may be. For purposes
        of
        determining the number of Vested Shares following an Ownership Change Event,
        dividend, distribution or adjustment, credited Service shall include all
        Service
        with any corporation which is a Participating Company at the time the Service
        is
        rendered, whether or not such corporation is a Participating Company both
        before
        and after any such event.

      


      6. Tax
        Matters.

      


      6.1 Tax
        Withholding.

      


      (a) In
        General.
        At the
        time the Grant Notice is executed, or at any time thereafter as requested
        by a
        Participating Company, the Participant
        hereby
        authorizes withholding from payroll and any other amounts payable to the
        Participant,
        and
        otherwise agrees to make adequate provision for, any sums required to satisfy
        the federal, state, local and foreign tax (including any social insurance)
        withholding obligations of the Participating Company, if any, which arise
        in
        connection with the Award, including, without limitation, obligations arising
        upon (a) the transfer of Shares to the Participant, (b) the lapsing of
        any restriction with respect to any Shares, (c) the filing of an election
        to recognize tax liability, or (d) the transfer by the Participant of any
        Shares. The Company shall have no obligation to deliver the Shares or to
        release
        any Shares from the Escrow established pursuant to Section 7
        until
        the tax withholding obligations of the Participating Company have been satisfied
        by the Participant.

      


      (b) Assignment
        of Sale Proceeds; Payment of Tax Withholding by Check.
        Subject
        to compliance with applicable law and any insider trading policy of the Company,
        the Company may permit the Participant to satisfy the Participating Company’s
        tax withholding obligations in accordance with procedures established by
        the
        Company providing for either (i) delivery by the Participant to the Company
        or a broker approved by the Company of properly executed instructions, in
        a form
        approved by the Company, providing for the assignment to the Company of the
        proceeds of a sale with respect to some or all of the Vested Shares, or
        (ii) payment by check. The Participant shall deliver written notice of any
        such permitted election to the Company on a form specified by the Company
        for
        this purpose at least thirty (30) days (or such other period established
        by the
        Company) prior to the date on which the Company’s tax withholding obligation
        arises (the “Withholding
        Date”).
        If the
        Participant elects payment by check, the Participant agrees to deliver a
        check
        for the full amount of the required tax withholding to the applicable
        Participating Company on or before the third business day following the
        Withholding Date. If the Participant elects payment by check but fails to
        make
        such payment as required by the preceding sentence, the Company is hereby
        authorized, at its discretion, to satisfy the tax withholding obligations
        through any means authorized by this Section 6.1,
        including by directing a sale for the account of the Participant of some
        or all
        of the Vested Shares from which the required taxes shall be withheld, by
        withholding from payroll and any other amounts payable to the Participant
        or by withholding shares in accordance with Section 6.1(c).

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      (c) Withholding
        in Shares.
        The
        Company may require the Participant to satisfy all or any portion of a
        Participating Company’s tax withholding obligations by deducting a number of
        whole, Vested Shares otherwise deliverable to the Participant or by the
        Participant’s tender to the Company of a number of whole, Vested Shares or
        Vested Shares acquired otherwise than pursuant to this Agreement having,
        in any
        such case, a fair market value, as determined by the Company as of the date
        on
        which the tax withholding obligations arise, not in excess of the amount
        of such
        tax withholding obligations determined by the applicable minimum statutory
        withholding rates.

      


      6.2 Election
        Under Section 83(b) of the Code.

      


      (a) The
        Participant understands that Section 83 of the Code taxes as ordinary
        income the difference between the amount paid for the Shares, if anything,
        and
        the fair market value of the Shares as of the date on which the Shares are
        “substantially vested,” within the meaning of Section 83. In this context,
“substantially vested” means that the right of the Company to reacquire the
        Shares pursuant to the Company Reacquisition Right has lapsed. The Participant
        understands that he or she may elect to have his or her taxable income
        determined at the time he or she acquires the Shares rather than when and
        as the
        Company Reacquisition Right lapses by filing an election under
        Section 83(b) of the Code with the Internal Revenue Service no later than
        thirty (30) days after the date of acquisition of the Shares. The Participant
        understands that failure to make a timely filing under Section 83(b) will
        result in his or her recognition of ordinary income, as the Company
        Reacquisition Right lapses, on the difference between the purchase price,
        if
        anything, and the fair market value of the Shares at the time such restrictions
        lapse. The Participant further understands, however, that if Shares with
        respect
        to which an election under Section 83(b) has been made are forfeited to the
        Company pursuant to its Company Reacquisition Right, such forfeiture will
        be
        treated as a sale on which there is realized a loss equal to the excess (if
        any)
        of the amount paid (if any) by the Participant for the forfeited Shares over
        the
        amount realized (if any) upon their forfeiture. If the Participant has paid
        nothing for the forfeited Shares and has received no payment upon their
        forfeiture, the Participant understands that he or she will be unable to
        recognize any loss on the forfeiture of the Shares even though the Participant
        incurred a tax liability by making an election under
        Section 83(b).

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      (b) The
        Participant understands that he or she should consult with his or her tax
        advisor regarding the advisability of filing with the Internal Revenue Service
        an election under Section 83(b) of the Code, which must be filed no later
        than thirty (30) days after the date of the acquisition of the Shares pursuant
        to this Agreement. Failure to file an election under Section 83(b), if
        appropriate, may result in adverse tax consequences to the Participant. The
        Participant acknowledges that he or she has been advised to consult with
        a tax
        advisor regarding the tax consequences to the Participant of the acquisition
        of
        Shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES
        TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE
        PARTICIPANT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE
        PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS
        THE PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE
        COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER
        BEHALF.

      


      (c) The
        Participant will notify the Company in writing if the Participant files an
        election pursuant to Section 83(b) of the Code. The Company intends, in the
        event it does not receive from the Participant evidence of such filing, to
        claim
        a tax deduction for any amount which would otherwise be taxable to the
        Participant in the absence of such an election.

      


      7. Escrow.

      


      7.1 Appointment
        of Agent.
        To
        ensure that Shares subject to the Company Reacquisition Right will be available
        for reacquisition, the Participant and the Company hereby appoint the Secretary
        of the Company, or any other person designated by the Company, as their agent
        and as attorney-in-fact for the Participant (the “Agent”)
        to hold
        any and all Unvested Shares and to sell, assign and transfer to the Company
        any
        such Unvested Shares reacquired by the Company pursuant to the Company
        Reacquisition Right. The Participant understands that appointment of the
        Agent
        is a material inducement to make this Agreement and that such appointment
        is
        coupled with an interest and is irrevocable. The Agent shall not be personally
        liable for any act the Agent may do or omit to do hereunder as escrow agent,
        agent for the Company, or attorney in fact for the Participant while acting
        in
        good faith and in the exercise of the Agent’s own good judgment, and any act
        done or omitted by the Agent pursuant to the advice of the Agent’s own attorneys
        shall be conclusive evidence of such good faith. The Agent may rely upon
        any
        letter, notice or other document executed by any signature purporting to
        be
        genuine and may resign at any time.

       

      7.2 Establishment
        of Escrow.
        The
        Participant authorizes the Company to deposit the Unvested Shares with the
        Company’s transfer agent to be held in book entry form, as provided in
        Section 3.3,
        and the
        Participant agrees to deliver to and deposit with the Agent each certificate,
        if
        any, evidencing the Shares and, if required by the Company, an Assignment
        Separate from Certificate with respect to such book entry shares and each
        such
        certificate duly endorsed (with date and number of Shares blank) in the form
        attached to this Agreement, to be held by the Agent under the terms and
        conditions of this Section 7
        (the
“Escrow”).
        Upon
        the occurrence of an Ownership Change Event, a dividend or distribution to
        the
        stockholders of the Company paid in Shares or other property (other than
        regular, periodic dividends paid on Stock pursuant to the Company’s dividend
        policy), or any other adjustment upon a change in the capital structure of
        the
        Company, as described in Section 4.3 of the Plan, in the character or amount
        of
        any outstanding stock of the corporation the stock of which is subject to
        the
        provisions of this Agreement, any and all new, substituted or additional
        securities or other property to which the Participant is entitled by reason
        of
        his or her ownership of the Shares that remain, following such Ownership
        Change
        Event, dividend, distribution or change described in Section 4.3 of the Plan,
        subject to the Company Reacquisition Right shall be immediately subject to
        the
        Escrow to the same extent as the Shares immediately before such event. The
        Company shall bear the expenses of the Escrow.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      7.3 Delivery
        of Shares to Participant.
        The
        Escrow shall continue with respect to any Shares for so long as such Shares
        remain subject to the Company Reacquisition Right. Upon termination of the
        Company Reacquisition Right with respect to Shares, the Company shall so
        notify
        the Agent and direct the Agent to deliver such number of Shares to the
        Participant. As soon as practicable after receipt of such notice, the Agent
        shall cause to be delivered to the Participant the Shares specified by such
        notice, and the Escrow shall terminate with respect to such Shares.

      


      8. Adjustments
        for Changes in Capital Structure.

      


      Subject
        to any required action by the stockholders of the Company, in the event of
        any
        change in the Stock effected without receipt of consideration by the Company,
        whether through merger, consolidation, reorganization, reincorporation,
        recapitalization, reclassification, stock dividend, stock split, reverse
        stock
        split, split-up, split-off, spin-off, combination of Shares, exchange of
        Shares,
        or similar change in the capital structure of the Company, or in the event
        of
        payment of a dividend or distribution to the stockholders of the Company
        in a
        form other than Stock (excepting normal cash dividends) that has a material
        effect on the Fair Market Value of Shares, appropriate and proportionate
        adjustments shall be made in the number and kind of Shares subject to the
        Award,
        in order to prevent dilution or enlargement of the Participant’s rights under
        the Award. For purposes of the foregoing, conversion of any convertible
        securities of the Company shall not be treated as “effected without receipt of
        consideration by the Company.” Any fractional share resulting from an adjustment
        pursuant to this Section shall be rounded down to the nearest whole number.
        The
        adjustments determined by the Committee pursuant to this Section shall be
        final,
        binding and conclusive.

      


      9. Legends.

      


      The
        Company may at any time place legends referencing the Company Reacquisition
        Right and any applicable federal, state or foreign securities law restrictions
        on all certificates representing the Shares. The Participant shall, at the
        request of the Company, promptly present to the Company any and all certificates
        representing the Shares in the possession of the Participant in order to
        carry
        out the provisions of this Section. Unless otherwise specified by the Company,
        legends placed on such certificates may include, but shall not be limited
        to,
        the following:

      


      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET
        FORTH
        IN AN AGREEMENT BETWEEN THIS CORPORATION AND THE REGISTERED HOLDER, OR HIS
        PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE
        OF
        THIS CORPORATION.”

      


      “THE
        SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
        OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
        SUCH
        ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144
        UNDER
        THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY
        TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION
        IS
        EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
        ACT.”

      


      10. Restrictions
        on Transfers of Shares.

      


      No
        Shares
        may be sold, exchanged, transferred, assigned, pledged, hypothecated or
        otherwise disposed of, including by operation of law, in any manner which
        violates any of the provisions of this Agreement and, except pursuant to
        an
        Ownership Change Event, until the date on which such Shares become Vested
        Shares, and any such attempted disposition shall be void. The Company shall
        not
        be required (a) to transfer on its books any Shares which will have been
        transferred in violation of any of the provisions set forth in this Agreement
        or
        (b) to treat as owner of such Shares or to accord the right to vote as such
        owner or to pay dividends to any transferee to whom such Shares will have
        been
        so transferred. In
        order
        to enforce its rights under this Section, the Company shall be authorized
        to
        give a stop transfer instruction with respect to the Shares to the Company’s
        transfer agent.

      


      11. Rights
        as a Stockholder.

      


      The
        Participant
        shall
        have no rights as a stockholder with respect to any Shares subject to the
        Award
        until the date of the issuance of a certificate for such Shares (as evidenced
        by
        the appropriate entry on the books of the Company or of a duly authorized
        transfer agent of the Company). No adjustment shall be made for dividends,
        distributions or other rights for which the record date is prior to the date
        such certificate is issued, except as provided in Section 8. Subject the
        provisions of this Agreement, the Participant shall exercise all rights and
        privileges of a stockholder of the Company with respect to Shares deposited
        in
        the Escrow pursuant to Section 7.

      


      
        
           

        

        
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      12. Rights
        As Employee, Consultant or Board Member.

      


      If
        the
        Participant is an Employee, the Participant understands and acknowledges
        that,
        except as otherwise provided in a separate, written employment agreement
        between
        a Participating Company and the Participant, the Participant’s
        employment is “at will” and is for no specified term. Nothing in this Agreement
        shall confer upon the Participant any right to continue in the Service of
        a
        Participating Company or interfere in any way with any right of the
        Participating Company Group to terminate the Participant’s
        Service
        at any time.

      


      13. Representations
        and Warranties.

       

      In
        connection with the grant of Restricted Stock (collectively, the “Securities”),
        the
        Participant hereby agrees, represents and warrants as follows:

      


      13.1 Investment
        Intent.
        The
        Participant is acquiring the Securities solely for the Participant’s own account
        for investment and not with a view to or for sale in connection with any
        distribution of the Securities or any portion thereof and not with any present
        intention of selling, offering to sell or otherwise disposing of or distributing
        the Securities or any portion thereof in any transaction other than a
        transaction exempt from registration under the Securities Act. The Participant
        further represents that the entire legal and beneficial interest of the
        Securities is being acquired, and will be held, for the account of the
        Participant only and neither in whole nor in part for any other
        person.

      


      13.2 Absence
        of Solicitation.
        The
        Participant was not presented with or solicited by any form of general
        solicitation or general advertising, including, but not limited to, any
        advertisement, article, notice, or other communication published in any
        newspaper, magazine, or similar media, or broadcast over television, radio
        or
        similar communications media, or presented at any seminar or meeting whose
        attendees have been invited by any general solicitation or general
        advertising.

      


      13.3 Residence.
        The
        Participant’s principal residence is located at the address indicated beneath
        the Participant’s signature on the Grant Notice.

      


      13.4 Information
        Concerning the Company.
        The
        Participant 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 Participant further
        represents and warrants that the Participant has discussed the Company and
        its
        plans, operations and financial condition with its officers, has received
        all
        such information as the Participant deems necessary and appropriate to enable
        the Participant to evaluate the financial risk inherent in acquiring the
        Securities and has received satisfactory and complete information concerning
        the
        business and financial condition of the Company in response to all inquiries
        in
        respect thereof.

      


      13.5 Economic
        Risk.
        The
        Participant realizes that his acquisition of the Securities will be a highly
        speculative investment and that the Participant is able, without impairing
        his
        or her financial condition, to hold the Securities for an indefinite period
        of
        time and to suffer a complete loss on the Participant’s investment.

      


      
        
           

        

        
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      13.6 Capacity
        to Protect Interests.
        The
        Participant has (i) a preexisting personal or business relationship with
        the
        Company or any of its Officers, directors, or controlling persons, consisting
        of
        personal or business contacts of a nature and duration to enable the Participant
        to be aware of the character, business acumen and general business and financial
        circumstances of the person with whom such relationship exists, or (ii) such
        knowledge and experience in financial and business matters as to make the
        Participant capable of evaluating the merits and risks of an investment in
        the
        Securities and to protect the Participant’s own interests in the transaction, or
        (iii) both such relationship and such knowledge and experience.

      


      13.7 Restricted
        Securities.
        The
        Participant understands and acknowledges that:

      


      (a) The
        issuance of the Securities to the Participant has not been registered under
        the
        Securities Act, and the Securities must be held indefinitely unless a transfer
        of the Securities is subsequently registered under the Securities Act or
        an
        exemption from such registration is available, and that the Company is under
        no
        obligation to register the Securities;

      


      (b) The
        Company will make a notation in its records of the aforementioned restrictions
        on transfer and legends.

      


      13.8 Disposition
        Under Rule 144.
        The
        Participant understands that any Shares acquired pursuant to this Agreement
        will
        be restricted securities within the meaning of Rule 144 promulgated under
        the
        Securities Act; that the exemption from registration under Rule 144 will
        not be
        available in any event for at least one year from the date of acquisition
        of the
        Shares, and even then will not be available unless (a) a public trading market
        then exists for the Common Stock of the Company, (b) adequate information
        concerning the Company is then available to the public, and (c) other terms
        and
        conditions of Rule 144 are complied with; and that any sale of the Shares
        may be
        made only in limited amounts in accordance with such terms and conditions.
        There
        can be no assurance that the requirements of Rule 144 will be met, or that
        the
        Shares will ever be salable.

      


      13.9 Further
        Limitations on Disposition.
        Without
        in any way limiting the Participant’s representations and warranties set forth
        above, the Participant further agrees that the Participant will in no event
        make
        any disposition of all or any portion of any Shares which the Participant
        acquires pursuant to this Agreement unless:

      


      (a) There
        is
        then in effect a Registration Statement under the Securities Act covering
        such
        proposed disposition and such disposition is made in accordance with said
        Registration Statement; or

      


      (b) The
        Participant will have notified the Company of the proposed disposition and
        furnished the Company with a detailed statement of the circumstances surrounding
        the proposed disposition, and either:

      


      
        
           

        

        
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      (i) The
        Participant will have furnished the Company with an opinion of the Participant’s
        own counsel to the effect that such disposition will not require registration
        of
        such Shares under the Securities Act, and such opinion of the Participant’s
        counsel will have been concurred in by counsel for the Company and the Company
        will have advised the Participant of such concurrence; or

      


      (ii) The
        disposition is made in compliance with Rule 144 or Rule 701 after the
        Participant has furnished the Company such detailed statement and after the
        Company has had a reasonable opportunity to discuss the matter with the
        Participant.

      


      13.10 Reliance
        by Company.
        The
        Participant understands that the grant pf Restricted Stock has not been
        qualified under the Corporate Securities Law of 1968, as amended, of the
        State
        of California by reason of a specific exemption therefrom, which exemption
        depends upon, among other things, the bona
        fide
        nature
        of the Participant’s representations as expressed herein and/or the position of
        the Participant within the Company. The Participant understands that the
        Company
        is relying on the Participant’s representations and warrants that the Company is
        entitled to rely on such representations and that such reliance is
        reasonable.

      


      14. Miscellaneous
        Provisions.

      


      14.1 Termination
        or Amendment.
        The
        Committee may terminate or amend the Plan or this Agreement at any time;
        provided, however, that no such termination or amendment may adversely affect
        the Participant’s rights under this Agreement without the consent of the
Participant
        unless such termination or amendment is necessary to comply with applicable
        law
        or government regulation.
        No
        amendment or addition to this Agreement shall be effective unless in
        writing.

      


      14.2 Further
        Instruments.
        The
        parties hereto agree to execute such further instruments and to take such
        further action as may reasonably be necessary to carry out the intent of
        this
        Agreement.

      


      14.3 Binding
        Effect.
        This
        Agreement shall inure to the benefit of the successors and assigns of the
        Company and, subject to the restrictions on transfer set forth herein, be
        binding upon the Participant and the Participant’s heirs, executors,
        administrators, successors and assigns.

      


      14.4 Delivery
        of Documents and Notices.
        Any
        document relating to participation in the Plan or any notice required or
        permitted hereunder shall be given in writing and shall be deemed effectively
        given (except to the extent that this Agreement provides for effectiveness
        only
        upon actual receipt of such notice) upon personal delivery, electronic delivery
        at the e-mail address, if any, provided for the Participant by a Participating
        Company, or upon deposit in the U.S. Post Office or foreign postal service,
        by
        registered or certified mail, or with a nationally recognized overnight courier
        service, with postage and fees prepaid, addressed to the other party at the
        address of such party set forth in the Grant Notice or at such other address
        as
        such party may designate in writing from time to time to the other
        party.

      


      
        
           

        

        
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      (a) Description
        of Electronic Delivery.
        The Plan
        documents, which may include but do not necessarily include: the Plan, the
        Grant
        Notice, this Agreement, and any reports of the Company provided generally
        to the
        Company’s stockholders, may be delivered to the Participant electronically. In
        addition, the parties may deliver electronically any notices called for in
        connection with the Escrow and the Participant may deliver electronically
        the
        Grant Notice to the Company or to such third party involved in administering
        the
        Plan as the Company may designate from time to time. Such means of electronic
        delivery may include but do not necessarily include the delivery of a link
        to a
        Company intranet or the Internet site of a third party involved in administering
        the Plan, the delivery of the document via e-mail or such other means of
        electronic delivery specified by the Company.

      


      (b) Consent
        to Electronic Delivery.
        The
        Participant acknowledges that the Participant has read Section 14.4(a)
        of this
        Agreement and consents to the electronic delivery of the Plan documents,
        the
        Grant Notice and notices in connection with the Escrow, as described in
        Section 14.4(a).
        The
        Participant acknowledges that he or she may receive from the Company a paper
        copy of any documents delivered electronically at no cost to the Participant
        by
        contacting the Company by telephone or in writing. The Participant further
        acknowledges that the Participant will be provided with a paper copy of any
        documents if the attempted electronic delivery of such documents fails.
        Similarly, the Participant understands
        that the Participant must provide the Company or any designated third party
        administrator with a paper copy of any documents if the attempted electronic
        delivery of such documents fails. The Participant may revoke his or her consent
        to the electronic delivery of documents described in Section 14.4(a)
        or may
        change the electronic mail address to which such documents are to be delivered
        (if Participant has provided an electronic mail address) at any time by
        notifying the Company of such revoked consent or revised e-mail address by
        telephone, postal service or electronic mail. Finally, the Participant
        understands that he or she is not required to consent to electronic delivery
        of
        documents described in Section 14.4(a).

      


      14.5 Integrated
        Agreement.
        The
        Grant Notice, this Agreement and the Plan, together with any employment,
        service
        or other agreement between the Participant and a Participating Company referring
        to the Award, shall constitute the entire understanding and agreement of
        the
Participant
        and the
        Participating Company Group with respect to the subject matter contained
        herein
        or therein and supersede any prior agreements, understandings, restrictions,
        representations, or warranties among the Participant
        and the
        Participating Company Group with respect to such subject matter other than
        those
        as set forth or provided for herein or therein. To the extent contemplated
        herein or therein, the provisions of the Grant Notice, this Agreement and
        the
        Plan shall survive any settlement of the Award and shall remain in full force
        and effect.

      


      14.6 Applicable
        Law.
        This
        Agreement shall be governed by the laws of the State of California as such
        laws
        are applied to agreements between California residents entered into and to
        be
        performed entirely within the State of California.

      


      14.7 Counterparts.
        The
        Grant Notice may be executed in counterparts, each of which shall be deemed
        an
        original, but all of which together shall constitute one and the same
        instrument.

       

      
        
           

        

        
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