Common use of Compliance with Legal Requirements Clause in Contracts

Compliance with Legal Requirements. (a) The Award shall not be exercisable and no Common Shares shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below), and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares under any state or federal law or under the rules of any stock exchange or trading system, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Shares issued pursuant to the exercise of the Award, or (iv) obtaining the consent or approval of any governmental regulatory body. (b) Participant understands that the Company is under no obligation to register for resale the Common Shares issued upon exercise of the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any exercise of the Award and/or any resales by Participant or other subsequent transfers by Participant of any Common Shares issued as a result of the exercise of the Award, including without limitation (i) restrictions under an ixxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for exercising the Award and/or for such resales or other transfers. The sale of the shares underlying the Award must also comply with other applicable laws and regulations governing the sale of such shares.

Compliance with Legal Requirements. (a) The Award shall not be exercisable and no Common Shares shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below), and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares under any state or federal law or under the rules of any stock exchange or trading system, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Shares issued pursuant to the exercise of the Award, or (iv) obtaining the consent or approval of any governmental regulatory body. (b) Participant understands that the Company is under no obligation to register for resale the Common Shares issued upon exercise of the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any exercise of the Award and/or any resales by Participant or other subsequent transfers by Participant of any Common Shares issued as a result of the exercise of the Award, including without limitation (i) restrictions under an ixxxxxx xxxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for exercising the Award and/or for such resales or other transfers. The sale of the shares underlying the Award must also comply with other applicable laws and regulations governing the sale of such shares.

Compliance with Legal Requirements. (a) The Award shall not be exercisable and no Common No Option Shares shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below), and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Option Shares under any state or federal law or under the rules of any stock exchange or trading systemlaw, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Option Shares issued pursuant to the exercise effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the Award“Act”), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or (iv) upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body. The Company shall use its best efforts to comply with all legal requirements applicable to the issuance or transfer of Option Shares. (b) Participant The Optionee understands that the Company intends for the offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act, and that the Company is under no obligation to register for resale the Common Option Shares issued upon exercise of the Award. The Company may impose such restrictionsOption, conditions or limitations as it determines appropriate as subject to the timing Securityholders Agreement. In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by the Company, provide information and manner of any exercise of the Award and/or any resales by Participant or other subsequent transfers by Participant of any Common Shares issued as a result of the exercise of the Award, including without limitation (i) restrictions under an ixxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares underlying the Award and (iii) restrictions as assurances satisfactory to counsel to the use of a specified brokerage firm or other agent for exercising Company with respect to such matters as the Award and/or for such resales or other transfers. The sale of the shares underlying the Award must also comply Company reasonably may deem desirable to assure compliance with other all applicable laws and regulations governing the sale of such shareslegal requirements.

Compliance with Legal Requirements. (a) The Award shall not be exercisable and no Common No Option Shares shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below), and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyHoldings, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Option Shares under any state or federal law or under the rules of any stock exchange or trading systemlaw, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Option Shares issued pursuant to the exercise effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the Award"Act"), and --- may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or (iv) upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body. (b) Participant The Optionee understands that Holdings intends for the Company offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that Holdings is under no obligation to register for resale the Common Option Shares issued upon exercise of the AwardOption, subject to other applicable agreements or the Certificate of Incorporation. The Company In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by Holdings, provide information and assurances satisfactory to counsel to Holdings with respect to such matters as Holdings reasonably may impose such restrictions, conditions or limitations as it determines appropriate as deem desirable to the timing and manner of any exercise of the Award and/or any resales by Participant or other subsequent transfers by Participant of any Common Shares issued as a result of assure compliance with all applicable legal requirements. Holdings shall use its best efforts to register the exercise of the AwardOption under a registration statement on Form S-8 within a reasonable time following the closing of an Initial Public Offering. Holdings shall take reasonable steps to cause this Agreement and the exercise of the Option granted hereunder to comply with the exemption from Section 16 of the Exchange Act provided under Securities and Exchange Commission Rule 16b-3 or any successor rule, including without limitation (i) restrictions under an ixxxxxx xxxxxxx policy, (ii) restrictions that as it may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares underlying the Award and (iii) restrictions as amended from time to the use of a specified brokerage firm or other agent for exercising the Award and/or for such resales or other transfers. The sale of the shares underlying the Award must also comply with other applicable laws and regulations governing the sale of such sharestime.

Compliance with Legal Requirements. (a) The Award shall not be exercisable granting and no Common Shares exercising of the Option, and any other obligations of the Company under this Agreement, shall be issued or transferred pursuant subject to this Agreement or the Plan unless all applicable federal, provincial, state, local and until the Tax Withholding Obligation (as defined below)foreign laws, rules and all legal requirements applicable regulations and to such issuance approvals by any regulatory or transfer havegovernmental agency as may be required. The Committee shall have the right to impose such restrictions on the Option as it deems reasonably necessary or advisable under applicable federal securities laws, in the opinion of counsel to the Company, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares under any state or federal law or under the rules and regulations of any stock exchange or trading systemmarket upon which Shares are then listed or traded, (ii) satisfying and/or any blue sky or state securities laws applicable law or rule to such Shares. In the event of the exercise of the Option at a time when there is not in effect a registration statement under the Securities Act relating to the transfer Shares, the Grantee hereby represents and warrants, and by virtue of unregistered such exercise shall be deemed to represent and warrant to the Company that the Shares are being acquired for investment only and not with a view to the distribution thereof, and the Grantee shall provide the Company with such further representations and warranties as the Company may reasonably require in order to ensure compliance with applicable federal and state securities, “blue sky” and other laws. In no event shall the Company be obligated to register Shares under state or Federal securities or demonstrating laws, to comply with the availability requirements of an any exemption from applicable lawsregistration requirements or to take any other action that may be required in order to permit, (iii) placing a restricted legend on or to remove any prohibition or limitation on, the Common issuance of Shares issued pursuant to the exercise of the AwardOption which may be imposed by any applicable law, rule or (iv) obtaining the consent or approval of any governmental regulatory body. (b) Participant understands regulation. It is expressly understood that the Company Committee is under no obligation authorized to register for resale administer, construe, and make all determinations necessary or appropriate to the Common Shares issued upon exercise administration of the AwardPlan and this Agreement, all of which shall be binding upon the Grantee. The Grantee agrees to take all steps the Committee or the Company may impose such restrictions, conditions or limitations as it determines appropriate as are reasonably necessary to the timing and manner of any exercise of the Award and/or any resales by Participant or other subsequent transfers by Participant of any Common Shares issued as a result of the exercise of the Award, including without limitation (i) restrictions under an ixxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for exercising the Award and/or for such resales or other transfers. The sale of the shares underlying the Award must also comply with other all applicable laws provisions of federal and regulations governing the sale of such sharesstate securities law in exercising his or her rights under this Agreement.

Compliance with Legal Requirements. (a) The Award Option shall not be exercisable and no Common Shares shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below), and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares under any state or federal law or under the rules of any stock exchange or trading system, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Shares issued pursuant to the exercise of the AwardOption, or (iv) obtaining the consent or approval of any governmental regulatory body. (b) Participant The Optionee understands that the Company is under no obligation to register for resale the Common Shares issued upon exercise of the AwardOption. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any exercise of the Award Option and/or any resales by Participant the Optionee or other subsequent transfers by Participant the Optionee of any Common Shares issued as a result of the exercise of the AwardOption, including without limitation (i) restrictions under an ixxxxxx xxxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the U.S. Securities Act of 1933, as amended, covering the Award Option and/or the Common Shares underlying the Award Option and (iii) restrictions as to the use of a specified brokerage firm or other agent for exercising the Award Option and/or for such resales or other transfers. The sale of the shares underlying the Award Option must also comply with other applicable laws and regulations governing the sale of such shares.

Compliance with Legal Requirements. (a) The Award Option shall not be exercisable and no Common Shares shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below)all tax withholding, if any, and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares under any state or federal law or under the rules of any stock exchange or trading system, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Shares issued pursuant to the exercise of the AwardOption, or (iv) obtaining the consent or approval of any governmental regulatory body. (b) Participant The Optionee understands that the Company is under no obligation to register for resale the Common Shares issued upon exercise of the AwardOption. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any exercise of the Award Option and/or any resales by Participant the Optionee or other subsequent transfers by Participant the Optionee of any Common Shares issued as a result of the exercise of the AwardOption, including without limitation (i) restrictions under an ixxxxxx xxxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award Option and/or the Common Shares underlying the Award Option and (iii) restrictions as to the use of a specified brokerage firm or other agent for exercising the Award Option and/or for such resales or other transfers. The sale of the shares underlying the Award Option must also comply with other applicable laws and regulations governing the sale of such shares.

Compliance with Legal Requirements. (a) The Award shall not be exercisable and no Common No Option Shares shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below), and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyIssuer, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares under any state or federal law or under the rules of any stock exchange or trading systemlaw, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Option Shares issued pursuant to the exercise effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the Award"Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or (iv) upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body. Issuer shall use its best efforts to comply with all legal requirements applicable to the issuance or transfer of Option Shares. (b) Participant Optionee understands that Issuer intends for the Company offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that Issuer is under no obligation to register for resale the Common Option Shares issued upon exercise of the AwardOption. The Company In connection with any such issuance or transfer, the person acquiring the Option Shares shall, if requested by Issuer, provide information and assurances satisfactory to counsel to Issuer with respect to such matters as Issuer reasonably may impose such restrictions, conditions or limitations as it determines appropriate as deem desirable to the timing assure compliance with all applicable legal requirements. Issuer hereby covenants and manner of any exercise agrees to register all of the Award and/or Option Shares on a Form S-8 (or any resales by Participant or other subsequent transfers by Participant of any Common Shares issued as a result of successor form thereto) following the exercise of the Award, including without limitation (i) restrictions under an ixxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for exercising the Award and/or for such resales or other transfers. The sale of the shares underlying the Award must also comply with other applicable laws and regulations governing the sale of such sharesInitial Public Offering.

Compliance with Legal Requirements. (a) The Award shall not operations of the business of the Acquired Companies (including each Investment Adviser Subsidiary) and Collateral Managers are, and since the later of (x) the date of such entity’s commencement of operations and (y) January 1, 2014, have been, conducted in accordance with all applicable Legal Requirements of all Governmental Bodies having jurisdiction over such entity or its assets, properties and operations (including by filing all reports, registrations and statements in a timely manner, together with any amendments required to be exercisable and no Common Shares shall made with respect thereto, that are required to be issued or transferred pursuant to this Agreement or filed under any applicable Legal Requirement, with any applicable Governmental Body (collectively, the Plan unless and until the Tax Withholding Obligation (as defined below“Reports”), and all legal requirements with respect to each Investment Adviser Subsidiary and Collateral Manager, by implementing written policies and procedures as required by applicable to such issuance Legal Requirements (including Rules 204A-1 and 206(4)-7 under the Advisers Act and Rule 17j-l under the Investment Company Act)), except as would not, individually or transfer have, in the opinion aggregate, reasonably be expected to have a Material Adverse Effect. None of counsel the Acquired Companies is registered or required to the Company, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares under any state or federal law or under the rules of any stock exchange or trading system, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of be registered as an exemption from applicable laws, (iii) placing a restricted legend on the Common Shares issued “investment company” pursuant to the exercise of the Award, or (iv) obtaining the consent or approval of any governmental regulatory bodyInvestment Company Act. (b) Participant understands that the Company is under no obligation to register for resale the Common Shares issued upon exercise Except as set forth on Part 2.16(b) of the Award. The Company may impose Disclosure Schedule, since January 1, 2014 through the date hereof, none of the Acquired Companies has received written notice from a Governmental Body of any violation (or any investigation with respect thereto) of any Legal Requirement and none of the Acquired Companies is in default with respect to any Order applicable to any of its assets, properties or operations, except for such restrictions, conditions violations or limitations defaults as it determines appropriate as would not be material to the timing Acquired Companies taken as a whole. (c) Each Investment Adviser Subsidiary and Collateral Manager is, and has been at all times since January 1, 2014, registered as an investment adviser or a relying adviser under the Advisers Act. No Subsidiary except the Investment Adviser Subsidiaries is or has been an “investment adviser” within the meaning of the Advisers Act since January 1, 2014. (d) No Investment Adviser Subsidiary, Collateral Manager or any officer, director or employee thereof is prohibited by any provision of the Advisers Act or the Investment Company Act from acting as an investment adviser or in a similar capacity and in a manner not generally applicable to other investment advisers. (e) Since January 1, 2014, each Form ADV or amendment to Form ADV of each Investment Adviser Subsidiary and Collateral Manager, as of the date of filing with the SEC (and with respect to Form ADV Part 2B or its equivalent, its date) did not, as of such respective date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. At all times since January 1, 2014, the Investment Adviser Subsidiaries and Collateral Managers have been in compliance in all material respects with Rule 206(4)-2 under the Advisers Act. Since January 1, 2014, no Acquired Company or any officer, director or employee thereof has paid, directly or indirectly, a fee to any Person for soliciting business of any exercise kind, except for payments made in compliance in all material respects with applicable Legal Requirements, including Rule 206(4)-3 under the Advisers Act. At all times since January 1, 2014, the Acquired Companies and each officer, director and employee thereof has complied in all material respects with Rule 206(4)-5 under the Advisers Act (and any other applicable “pay-to-play” Legal Requirements) and the related record keeping requirements set forth in Rule 204-2 thereof. None of the Award and/or Acquired Companies or any resales by Participant or other subsequent transfers by Participant of any Common Shares issued as their “covered associates” has made a result of the exercise of the Award, including without limitation (i) restrictions under “contribution” to an ixxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares underlying the Award and (iii) restrictions as to the use “official” of a specified brokerage firm or other agent for exercising “government entity” (each as defined in Rule 206(4)-5) that has triggered the Award and/or for such resales or other transfers. The sale ban on the receipt of the shares underlying the Award must also comply with other applicable laws and regulations governing the sale of such sharescompensation contained in Rule 206(4)-5(a)(1).

Compliance with Legal Requirements. (a) The Award shall not be exercisable and no Common Shares Stock shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below), and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares Stock under any state or federal law or under the rules of any stock exchange or trading system, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Shares Stock issued pursuant to the exercise of the Award, or (iv) obtaining the consent or approval of any governmental regulatory body. (b) Participant understands that the Company is under no obligation to register for resale the Common Shares Stock issued upon exercise of the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any exercise of the Award and/or any resales by Participant or other subsequent transfers by Participant of any Common Shares Stock issued as a result of the exercise of the Award, including without limitation (i) restrictions under an ixxxxxx xxxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares Stock underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent agents for exercising the Award and/or for such resales or other transfers. The sale of the shares underlying the Award must also comply with other applicable laws and regulations governing the sale of such shares.

Compliance with Legal Requirements. (a) The Notwithstanding anything to the contrary, the Award shall not be exercisable and no Common Shares Stock shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below), and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares Stock under any state or federal law or under the rules of any stock exchange or trading system, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Shares Stock issued pursuant to the exercise of the Award, or (iv) obtaining the consent or approval of any governmental regulatory body. (b) Participant understands that the Company is under no obligation to register the issuance of the Common Stock pursuant to this Agreement or register for resale the Common Shares Stock issued upon exercise of the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any exercise of the Award and/or any resales by Participant or other subsequent transfers by Participant of any Common Shares Stock issued as a result of the exercise of the Award, including without limitation (i) restrictions under an ixxxxxx xxxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares Stock underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent agents for exercising the Award and/or for such resales or other transfers. The sale of the shares underlying the Award must also comply with other applicable laws and regulations governing the sale of such shares.

Compliance with Legal Requirements. (a) The Award shall not be exercisable and no Common No Option Shares shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below), and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the CompanyIssuer, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares under any state or federal law or under the rules of any stock exchange or trading systemlaw, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Option Shares issued pursuant to the exercise effect that they were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the Award"Act"), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or (iv) upon another exemption from the Act, or obtaining the consent or approval of any governmental regulatory body. Issuer shall use its best efforts to comply with all legal requirements applicable to the issuance or transfer of Option Shares. (b) Participant Optionee understands that Issuer intends for the Company offering and sale of Option Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act and intends to file a Form 701 as appropriate, and that Issuer is under no obligation to register for resale the Common Option Shares issued upon exercise of the AwardOption. The Company In connection with JENKXXX XXXCK OPTION AGREEMENT (TRAK) 8 any such issuance or transfer, the person acquiring the Option Shares shall, if requested by Issuer, provide information and assurances satisfactory to counsel to Issuer with respect to such matters as Issuer reasonably may impose such restrictions, conditions or limitations as it determines appropriate as deem desirable to the timing assure compliance with all applicable legal requirements. Issuer hereby covenants and manner of any exercise agrees to register all of the Award and/or Option Shares on a Form S-8 (or any resales by Participant or other subsequent transfers by Participant of any Common Shares issued as a result of successor form thereto) following the exercise of the Award, including without limitation (i) restrictions under an ixxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for exercising the Award and/or for such resales or other transfers. The sale of the shares underlying the Award must also comply with other applicable laws and regulations governing the sale of such sharesInitial Public Offering.

Compliance with Legal Requirements. (a) The Award shall not be exercisable and no cash payment or Common Shares Stock shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below), and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares Stock under any state or federal law or under the rules of any stock exchange or trading system, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Shares Stock issued pursuant to the exercise of the Award, or (iv) obtaining the consent or approval of any governmental regulatory body. (b) Participant understands that the Company is under no obligation to register for resale the Common Shares Stock issued upon exercise of the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any exercise of the Award and/or any resales by Participant or other subsequent transfers by Participant of any Common Shares Stock issued as a result of the exercise of the Award, including without limitation (i) restrictions under an ixxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares Stock underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent agents for exercising the Award and/or for such resales or other transfers. The sale of the shares underlying the Award must also comply with other applicable laws and regulations governing the sale of such shares.

Compliance with Legal Requirements. (a) The Award shall not be exercisable and no Common Shares shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below), and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such legal requirements may include, but are not limited to, , (i) registering or qualifying such Common Shares under any state or federal law or under the rules of any stock exchange or trading system, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Shares issued pursuant to the exercise of the Award, or (iv) obtaining the consent or approval of any governmental regulatory body. (b) Participant understands that the Company is under no obligation to register for resale the Common Shares issued upon exercise of the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any exercise of the Award and/or any resales by Participant or other subsequent transfers by Participant of any Common Shares issued as a result of the exercise of the Award, including without limitation (i) restrictions under an ixxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for exercising the Award and/or for such resales or other transfers. The sale of the shares underlying the Award must also comply with other applicable laws and regulations governing the sale of such shares.

Compliance with Legal Requirements. (a) The Award shall not be exercisable and no Common Shares shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below), and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares under any state or federal law or under the rules of any stock exchange or trading system, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Shares issued pursuant to the exercise of the Award, or (iv) obtaining the consent or approval of any governmental regulatory body. (b) Participant understands that the Company is under no obligation to register for resale the Common Shares issued upon exercise of the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any exercise of the Award and/or any resales by Participant or other subsequent transfers by Participant of any Common Shares issued as a result of the exercise of the Award, including without limitation (i) restrictions under an ixxxxxx xxxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for exercising the Award and/or for such resales or other transfers. The sale of the shares underlying the Award must also comply with other applicable laws and regulations governing the sale of such shares.,

Compliance with Legal Requirements. (a) The Award Option shall not be exercisable and no Common Shares Units shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below)all tax withholding, if any, and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares Units under any state or federal law or under the rules of any stock exchange or trading system, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Shares Units issued pursuant to the exercise of the AwardOption, or (iv) obtaining the consent or approval of any governmental regulatory body. (b) Participant The Optionee understands that the Company is under no obligation to register for resale the Common Shares Units issued upon exercise of the AwardOption. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any exercise of the Award Option and/or any resales by Participant the Optionee or other subsequent transfers by Participant the Optionee of any Common Shares Units issued as a result of the exercise of the AwardOption, including without limitation (i) restrictions under an ixxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award Option and/or the Common Shares Units underlying the Award Option and (iii) restrictions as to the use of a specified brokerage firm or other agent for exercising the Award Option and/or for such resales or other transfers. The sale of the shares Common Units underlying the Award Option must also comply with other applicable laws and regulations governing the sale of such sharesCommon Units.

Compliance with Legal Requirements. (a) The Award shall not be exercisable and no Common Shares Stock shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below), and all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been satisfied. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares Stock under any state or federal law or under the rules of any stock exchange or trading system, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Shares Stock issued pursuant to the exercise of the Award, or (iv) obtaining the consent or approval of any governmental regulatory body. (b) Participant understands that the Company is under no obligation to register for resale the Common Shares Stock issued upon exercise of the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any exercise of the Award and/or any resales by Participant or other subsequent transfers by Participant of any Common Shares Stock issued as a result of the exercise of the Award, including without limitation (i) restrictions under an ixxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Common Shares Stock underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent agents for exercising the Award and/or for such resales or other transfers. The sale of the shares underlying the Award must also comply with other applicable laws and regulations governing the sale of such shares.

Compliance with Legal Requirements. (a) The Award Option shall not be exercisable and no shares of Common Shares Stock shall be issued or transferred pursuant to this Agreement or the Plan unless and until the Tax Withholding Obligation (as defined below)all applicable legal requirements imposed by Federal and state securities and other laws, rules and regulations by any regulatory agencies having jurisdiction, and all legal requirements applicable by any exchanges or markets upon which the Common Stock may be listed, have been fully satisfied. The Company may require the Optionee to take any reasonable action to meet such issuance or transfer have, in the opinion of counsel to the Company, been satisfiedrequirements. Such legal requirements may include, but are not limited to, (i) registering or qualifying such Common Shares Stock under any state or federal law or under the rules of any stock exchange or trading system, (ii) satisfying any applicable law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, (iii) placing a restricted legend on the Common Shares Stock issued pursuant to the exercise of the AwardOption, or (iv) obtaining the consent or approval of any governmental regulatory body. (b) Participant The Optionee shall not be entitled to the issuance of Common Stock upon exercising the Option unless and until the Optionee pays any taxes or similar charges required by law to be withheld, which payment shall be made on or before the date of the event resulting in taxable income. (c) The Optionee understands that the Company is under no obligation to register for resale the Common Shares Stock issued upon exercise of the AwardOption. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any exercise of the Award Option and/or any resales by Participant the Optionee or other subsequent transfers by Participant the Optionee of any Common Shares Stock issued as a result of the exercise of the AwardOption, including without limitation (i) restrictions under an ixxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award Option and/or the shares of Common Shares Stock underlying the Award Option, and (iii) restrictions as to the use of a specified brokerage firm or other agent for exercising the Award Option and/or for such resales or other transfers. The sale of the shares underlying the Award Option must also comply with other applicable laws and regulations governing the sale of such shares.