Model Promotional Shares Lock-In Agreement Form (Page 3 of 4) in pdf

Model Promotional Shares Lock-In Agreement Form Page 3

Restricted Securities may be transferred by gift to the Security Holder's family

members, provided that the Restricted Securities shall remain subject to the terms

of this Agreement.

With the exception of paragraph A.3 above, the Restricted

Securities shall have the same voting rights as similar EQUITY

SECURITIES not subject to the Agreement.

A notice shall be placed on the face of each stock certificate of the Restricted

Securities covered by the terms of the Agreement stating that the transfer of the

stock evidenced by the certificate is restricted in accordance with the conditions

set forth on the reverse side of the certificate; and

A typed legend shall be placed on the reverse side of each stock certificate of the

Restricted Securities representing stock covered by the Agreement which states

that the sale or transfer of the shares evidenced by the certificate is subject to

certain restrictions until _________________ (insert date of termination of the

Agreement) pursuant to an agreement between the Security Holder (whether

beneficial or of record) and the Issuer, which agreement is on file with the Issuer

and the stock transfer agent from which a copy is available upon request and

without charge.

The term of this Agreement shall begin on the date that the Registration is

declared effective by the Administrators ("Effective Date") and shall terminate:

On the anniversary of the fourth year from the completion

date of the public offering; or

On the date the Registration has been terminated if no

securities were sold pursuant thereto; or

If the Registration has been terminated, the date that checks

representing all of the gross proceeds that were derived therefrom and

addressed to the public investors have been placed in the U.S. Postal

Service with first class postage affixed; or

On the date the securities subject to this Agreement become

"Covered Securities," as defined under the National Securities Markets

Improvement Act of 1996.

This Agreement to be modified only with the written approval of the

Administrators.

IV. THEREFORE, the Issuer will cause the following:

Model Promotional Shares Lock-In Agreement Form Page 3