PROVISIONS OF THIS AGREEMENT SHALL HAVE ENDORSED THEREON THE FOLLOWING LEGENDS:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
SET FORTH IN AN AMENDED AND RESTATED STOCK AGREEMENT DATED AS OF AUGUST 31, 2004
BETWEEN CHASE CORPORATION AND PETER R. CHASE, INCLUDING A FIRST REFUSAL RIGHT
AND COPIES OF WHICH MAY BE OBTAINED FROM THE CLERK OF THE COMPANY UPON WRITTEN
REQUEST. IN ADDITION, THESE CERTIFICATES SHALL BEAR ANY LEGEND REQUIRED TO BE
PLACED THEREON BY FEDERAL OR STATE SECURITIES LAWS."
5.
EXECUTIVE REPRESENTATIONS.
EXECUTIVE ACKNOWLEDGES THAT THE SHARES TO BE
ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND EXECUTIVE WARRANTS AND REPRESENTS TO
THE COMPANY AS FOLLOWS:
EXECUTIVE IS ACQUIRING THE SHARES SOLELY FOR HIS OWN ACCOUNT FOR INVESTMENT AND
NOT WITH A VIEW TO OR FOR SALE OR DISTRIBUTION OF THE SHARES 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. EXECUTIVE ALSO REPRESENTS
THAT THE ENTIRE LEGAL AND BENEFICIAL INTEREST OF THE SHARES THAT EXECUTIVE IS
PURCHASING IS BEING PURCHASED FOR, AND WILL BE HELD FOR THE ACCOUNT OF, THE
EXECUTIVE ONLY AND NEITHER IN WHOLE NOR IN PART FOR ANY OTHER PERSON.
THE EXECUTIVE ACKNOWLEDGES THAT THE COMPANY HEREBY DISCLOSES TO EXECUTIVE IN
WRITING:
(I)
THE SHARES ARE NOT AND WILL NOT BE
REGISTERED UNDER THE ACT AND THE SHARES MUST BE HELD INDEFINITELY UNLESS A
TRANSFER OF THE SHARES IS SUBSEQUENTLY REGISTERED UNDER THE ACT OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE;
(II)
THE CERTIFICATE REPRESENTING THE SHARES
WILL BE STAMPED WITH THE LEGENDS RESTRICTING TRANSFER SPECIFIED IN THIS
AGREEMENT; AND
(III)
THE COMPANY WILL MAKE A NOTATION IN ITS
RECORDS OF THE AFOREMENTIONED RESTRICTIONS ON TRANSFER AND LEGENDS.
EXECUTIVE UNDERSTANDS THAT THE SHARES ARE RESTRICTED SECURITIES WITHIN THE
MEANING OF RULE 144 PROMULGATED UNDER THE ACT; THAT THE EXEMPTION FROM
REGISTRATION UNDER RULE 144 WILL NOT BE AVAILABLE IN ANY EVENT FOR AT LEAST TWO
YEARS FROM THE DATE OF SALE OF THE SHARES TO EXECUTIVE, AND EVEN THEN WILL NOT
BE AVAILABLE UNLESS (I) A PUBLIC TRADING MARKET THEN EXISTS FOR THE SHARES, (II)
ADEQUATE CURRENT PUBLIC INFORMATION CONCERNING THE COMPANY IS THEN AVAILABLE TO
THE PUBLIC, (III) THE EXECUTIVE HAS BEEN THE BENEFICIAL OWNER AND THE EXECUTIVE
HAS PAID THE FULL PURCHASE PRICE FOR THE SHARES AT LEAST TWO YEARS PRIOR TO THE
SALE, AND (IV) OTHER TERMS AND CONDITIONS OF RULE 144 ARE COMPLIED WITH; AND
THAT ANY SALE OF THE SHARES MAY BE MADE BY THE EXECUTIVE ONLY IN LIMITED AMOUNTS
IN ACCORDANCE WITH SUCH TERMS AND CONDITIONS, AS AMENDED FROM TIME TO TIME.
WITHOUT IN ANY WAY LIMITING ITS REPRESENTATIONS SET FORTH ABOVE OR THE RIGHTS OF
THE COMPANY UNDER SECTION 3 ABOVE, EXECUTIVE FURTHER AGREES THAT HE
SHALL IN NO
EVENT MAKE ANY DISPOSITION OF ALL OR ANY PORTION OF THE SHARES UNLESS