Common use of Broker-Assisted Sales Clause in Contracts

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable Company Group Member’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Common Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of the Exercise Price exercise price as provided in Section 4.4(c): (a) any Shares shares of Common Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares shares of Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceexercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceexercise price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.

Broker-Assisted Sales. (a) In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v2.2(a)(iii) or Section 3.4(c2.2(a)(v) or the payment of the Exercise Price as provided in Section 4.4(c2.2(b): (ai) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (bii) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (ciii) the Participant will be responsible for all broker’s fees and other costs of sale, and the Participant agrees to indemnify and hold the Company and its Subsidiaries harmless from any losses, costs, damages, or expenses relating to any such sale; (div) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to the Participant as soon as reasonably practicable; (ev) the Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (fvi) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, the Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiaries with respect to which the withholding obligation arises arises, an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v4.3(a)(iii) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c4.3(a)(v): (aA) any Shares shares of Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (bB) such Shares shares of Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (cC) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (dD) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (eE) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (fF) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Affiliate with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberAffiliate’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of the exercise price as provided in Section 4.4(b) or (d) or the payment of withholding taxes as provided in Section 3.4(a)(v4.5(a)(iii) or Section 3.4(c(v) or the payment of the Exercise Price as provided in Section 4.4(c): or: (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceexercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligationobligation or exercise price, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the tax withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the exercise price or the Company’s or the applicable Company Group MemberSubsidiary’s tax withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v2.2(b)(iii) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c(v): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the tax withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s tax withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v4.5(a)(iii) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c4.5(d): (aA) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (bB) such Shares may be sold as part of a block trade with other participants in the Sub-Plan in which all participants receive an average price; (cC) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (dD) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (eE) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (fF) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation. * * * * EXHIBIT B TO STOCK APPRECIATION RIGHT GRANT NOTICE SPECIAL PROVISIONS FOR SARS GRANTED TO PARTICIPANTS OUTSIDE THE U.S. This Exhibit B includes special terms and conditions applicable to Participants in the countries below. These terms and conditions are in addition to those set forth in the SAR Agreement (the “Agreement”) and the Sub-Plan and to the extent there are any inconsistencies between these terms and conditions and those set forth in the Agreement or the Sub-Plan, these terms and conditions shall prevail. Any capitalized term used in this Exhibit B without definition shall have the meaning ascribed to such term in the Sub-Plan or the Agreement, as applicable. This Foreign Appendix also includes information relating to exchange control and other issues of which Participant should be aware with respect to his or her participation in the Sub-Plan. The information is based on the exchange control, securities and other laws in effect in the respective countries as of May 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information herein as the only source of information relating to the consequences of participation in the Sub-Plan because the information may be out of date at the time the SARs are exercised or any Shares acquired under the Sub-Plan are sold. In addition, the information is general in nature and may not apply to the particular situation of Participant, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation. Finally, if Participant is a citizen or resident of a country other than the one in which he or she is currently working, the information contained herein may not be applicable to Participant.

Broker-Assisted Sales. (a) In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v4.2(b) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c4.2(c): (ai) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (bii) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (ciii) the Participant will be responsible for all broker’s fees and other costs of sale, and the Participant agrees to indemnify and hold the Company and its Subsidiaries harmless from any losses, costs, damages, or expenses relating to any such sale; (div) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to the Participant as soon as reasonably practicable; (ev) the Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (fvi) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, the Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiaries with respect to which the withholding obligation arises arises, an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Common Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v3.4(a)(iii) or Section 3.4(c) or the payment of the Exercise Price exercise price as provided in Section 4.4(c): (a) any Shares shares of Common Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares shares of Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceexercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceexercise price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.

Broker-Assisted Sales. (a) In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v8(a)(iv) or Section 3.4(c8(a)(v) or the payment of the Exercise Price as provided in Section 4.4(c8(b): (ai) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (bii) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (ciii) the Participant will be responsible for all broker’s fees and other costs of sale, and the Participant agrees to indemnify and hold the Company and its Subsidiaries harmless from any losses, costs, damages, or expenses relating to any such sale; (div) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to the Participant as soon as reasonably practicable; (ev) the Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (fvi) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, the Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiaries with respect to which the withholding obligation arises arises, an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v2.5(a)(iv) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c2.5(c): (aA) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (bB) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (cC) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (dD) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (eE) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (fF) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Common Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of the Exercise Price exercise price as provided in Section 4.4(c): (a) any Shares shares of Common Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares shares of Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceexercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceexercise price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.. * * * *

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Common Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v2.4(a)(iii) or (v) or Section 3.4(c2.4(c) or the payment of the Exercise Price exercise price as provided in Section 4.4(c3.4(b): (a) any Shares shares of Common Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares shares of Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceexercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceexercise price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises arises, an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group Member’s Subsidiary's withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v2.5(a)(iii) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c2.5(a)(v): (aA) any Shares shares of Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (bB) such Shares shares of Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (cC) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (dD) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (eE) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (fF) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.. * * * * *

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c2.5(c): (a) any Shares to be sold through a broker-assisted sale will be sold on or about the day the tax withholding obligation or exercise of the Optionobligation, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or the applicable Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company or the applicable Company Group MemberSubsidiary’s withholding obligation.. DocuSign Envelope ID: F209A6B6-DA7C-496F-AFC7-26B85B7FB86C

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable Company Group Member’s withholding obligation.. * * * A-13 Exhibit B VESTING AND EXERCISABILITY SCHEDULE

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable Company Group Member’s withholding obligation.. * * *

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v2.5(a)(iii) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c2.5(c): (aA) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (bB) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (cC) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (dD) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (eE) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (fF) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.. * * * * * A-7

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v3.4(a)(iv) or Section 3.4(c) or the payment of the Exercise Price exercise price as provided in Section 4.4(c4.4(d): (aA) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (bB) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (cC) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (dD) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceexercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (eE) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceexercise price; and (fF) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises arises, an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v2.5(a)(iii) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c2.5(a)(v): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or other Participating Company with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or such other applicable Company Group MemberParticipating Company’s withholding obligation.. * * * * *

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Common Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v4.3(a)(iv) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c4.3(c): (aA) any Shares shares of Common Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (bB) such Shares shares of Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (cC) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (dD) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (eE) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (fF) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Common Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v1.2(b)(iii) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c(v): (a) any Shares shares of Common Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, Tax Withholding Obligation arises or as soon thereafter as practicable; (b) such Shares shares of Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant Holder will be responsible for all broker’s fees and other costs of sale, and Participant Xxxxxx agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise PriceTax Withholding Obligation, the Company agrees to pay such excess in cash to Participant Holder as soon as reasonably practicable; (e) Participant Holder acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise PriceTax Withholding Obligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligationTax Withholding Obligation, Participant Xxxxxx agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation Tax Withholding Obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligationTax Withholding Obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Series C Common Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v3.3(a)(iii) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c(v): (a) any Shares shares of Series C Common Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares shares of Series C Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company and its Affiliates harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceexercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceexercise price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Affiliates with respect to which the withholding obligation arises arises, an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberAffiliate’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Common Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of the Exercise Price exercise price as provided in Section 4.4(c): (a) any Shares shares of Common Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares shares of Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceexercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Price[FORM OF IPO EMPLOYEE OPTION AGREEMENT] exercise price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Common Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v4.3(a)(iv) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c4.3(c): (aA) any Shares shares of Common Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (bB) such Shares shares of Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (cC) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (dD) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (eE) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (fF) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.. DC\4198883.8

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Common Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v1.2(a)(iii) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c(v): (a) any Shares shares of Common Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares shares of Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company and its Affiliates harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceexercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceexercise price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Affiliates with respect to which the withholding obligation arises arises, an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberAffiliate’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v1.2(a)(v) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c1.2(c): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Affiliate with respect to which the withholding obligation arises arises, an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberAffiliate’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Stock in connection with the payment of the exercise price or tax withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c4.3(b)(iii): (ai) any Shares shares of Stock to be sold through a broker-assisted sale will be sold on the day the exercise price is payable or the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (bii) such Shares shares of Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (ciii) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company and its Subsidiaries harmless from any losses, costs, damages, or expenses relating to any such sale; (div) to the extent the proceeds of such sale exceed the applicable exercise price due or tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (ev) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the exercise price or the applicable tax withholding obligation or Exercise Priceobligation; and (fvi) in the event the proceeds of such sale are insufficient to satisfy the exercise price or the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiaries with respect to which the withholding payment obligation arises arises, an amount in cash sufficient to satisfy any remaining portion of the exercise price or the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v4.5(a)(iii) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c4.5(d): (aA) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (bB) such Shares may be sold as part of a block trade with other participants in the Sub-Plan in which all participants receive an average price; (cC) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (dD) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (eE) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (fF) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation. * * * * A-10 EXHIBIT B TO STOCK APPRECIATION RIGHT GRANT NOTICE SPECIAL PROVISIONS FOR SARS GRANTED TO PARTICIPANTS OUTSIDE THE U.S. This Exhibit B includes special terms and conditions applicable to Participants in the countries below. These terms and conditions are in addition to those set forth in the SAR Agreement (the “Agreement”) and the Sub-Plan and to the extent there are any inconsistencies between these terms and conditions and those set forth in the Agreement or the Sub-Plan, these terms and conditions shall prevail. Any capitalized term used in this Exhibit B without definition shall have the meaning ascribed to such term in the Sub-Plan or the Agreement, as applicable. This Foreign Appendix also includes information relating to exchange control and other issues of which Participant should be aware with respect to his or her participation in the Sub-Plan. The information is based on the exchange control, securities and other laws in effect in the respective countries as of May 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information herein as the only source of information relating to the consequences of participation in the Sub-Plan because the information may be out of date at the time the SARs are exercised or any Shares acquired under the Sub-Plan are sold. In addition, the information is general in nature and may not apply to the particular situation of Participant, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation. Finally, if Participant is a citizen or resident of a country other than the one in which he or she is currently working, the information contained herein may not be applicable to Participant. AUSTRALIA A copy of the Sub-Plan is enclosed with this Grant Notice and Agreement. The Sub-Plan, the Agreement and this Grant Notice do not constitute financial advice Any advice given by the Company in relation to the Grant Notice, the Agreement, the Sub-Plan, the SARs or the Shares does not constitute financial advice and does not take into account your objectives, financial situation and needs. In considering the SARs and the amount of cash and/or Shares that you will receive on exercise of the SARs, subject to satisfaction of vesting conditions, you should consider the risk factors that could affect the performance of the Company and the value of SARs and Shares, which value can increase or decrease from time to time, and the amount of any Tax Liability. You should carefully consider these risks in light of your investment objectives, financial situation and particular needs (including financial and tax issues). You should seek professional guidance from your B-1 stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to acquire SARs or Shares. How to calculate values in Australian dollars Your SARs will vest in accordance with the Grant Notice and the Agreement (which require certain conditions to be met) and are subject to a four year graded vesting schedule. The SARs may result in Shares or cash being given to you, in accordance with the Grant Notice. You will not be required to pay any amount for the SARs or any Shares that will be issued to you upon vesting. However the amount of cash or number of Shares you receive will depend on the market price of Shares at the time, the Exercise Price per Share set out in the Grant Notice, and the amount of any Tax Liability in connection with the grant and exercise of the SARs and the issue of any Shares. You can ascertain the market price of a Share in the Company in United States Dollars (“USD”) from time to time by visiting either: • the Company’s website (xxxx://xxx.xxxxxxxx.xxx/investor-relations/stock-information); or • the NASDAQ website (xxxx://xxx.xxxxxx.xxx/symbol/livn).

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Common Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v2.4(a)(v) or Section 3.4(c2.4(c) or the payment of the Exercise Price exercise price as provided in Section 4.4(c3.4(b): (a) any Shares shares of Common Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares shares of Common Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceexercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceexercise price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Affiliate with respect to which the withholding obligation arises arises, an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberAffiliate’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v2.5(a)(v) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c2.5(c): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable Company Group Member’s withholding obligation.. Appendix A

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants Holders in the Plan in which all participants Holders receive an average price; (c) Participant Holder will be responsible for all broker’s fees and other costs of sale, and Participant Xxxxxx agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Price, the Company agrees to pay such excess in cash to Participant Holder as soon as reasonably practicable; (e) Participant Holder acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant Xxxxxx agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable Company Group Member’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v2.5(a)(v) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c2.5(c): (aA) any Shares shares of Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (bB) such Shares shares of Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (cC) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (dD) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (eE) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (fF) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.. * * * * *

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of the Exercise Price exercise price as provided in Section 4.4(c4.4(d): (a) any Shares shares of Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares shares of Stock may be sold as part of a block trade with other participants in the Plan equity award holders in which all participants Optionees receive an average price; (c) Participant Optionee will be responsible for all broker’s fees and other costs of sale, and Participant Optionee agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceexercise price, the Company agrees to pay such excess in cash to Participant Optionee as soon as reasonably practicable; (e) Participant Optionee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceexercise price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant Optionee agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises arises, an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.. * * * * *

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v2.5(a)(iii) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c2.5(a)(v): (aA) any Shares shares of Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (bB) such Shares shares of Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (cC) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (dD) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (eE) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (fF) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Participating Company Group Member with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable Company Group MemberParticipating Company’s withholding obligation.obligation.]6 * * * * *

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable Company Group Member’s withholding obligation.. 5.19

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares shares of Stock in connection with the payment of withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of the Exercise Price exercise price as provided in Section 4.4(c): (aA) any Shares shares of Stock to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (bB) such Shares shares of Stock may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (cC) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (dD) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceexercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (eE) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceexercise price; and (fF) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Company Group MemberSubsidiary’s withholding obligation.

Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(a)(v2.5(a)(v) or Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c2.5(c): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, arises or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Priceobligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Priceobligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member or other Participating Company with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or such other applicable Company Group MemberParticipating Company’s withholding obligation.