Common use of Election Under Section 83(b) of the Code Clause in Contracts

Election Under Section 83(b) of the Code. (a) The Participant understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Shares, if anything, and the fair market value of the Shares as of the date on which the Shares are “substantially vested,” within the meaning of Section 83. In this context, “substantially vested” means that the right of the Company to reacquire the Shares pursuant to the Company Reacquisition Right has lapsed. The Participant understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the Shares rather than when and as the Company Reacquisition Right lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition of the Shares. The Participant understands that failure to make a timely filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Shares at the time such restrictions lapse. The Participant further understands, however, that if Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant for the forfeited Shares over the amount realized (if any) upon their forfeiture. If the Participant has paid nothing for the forfeited Shares and has received no payment upon their forfeiture, the Participant understands that he or she will be unable to recognize any loss on the forfeiture of the Shares even though the Participant incurred a tax liability by making an election under Section 83(b). (b) The Participant understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to this Agreement. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Participant of the acquisition of Shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF. (c) The Participant will notify the Company in writing if the Participant files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant in the absence of such an election.

Election Under Section 83(b) of the Code. (a) The Participant Purchaser understands that that, if the Stock is subject to a “substantial risk of forfeiture,” Section 83 of the Code taxes will tax as ordinary income the difference between the amount paid for the Shares, if anything, Stock and the fair market value of the Shares Stock as of the date on which the Shares are “substantially vested,” within the meaning risk of Section 83forfeiture lapses. In this context, “substantially vested” means that the right Stock may be subject to a substantial risk of forfeiture in the form of the Company to reacquire the Shares pursuant to the Company Reacquisition Right has lapsedUnvested Share Repurchase Option. The Participant Purchaser understands that he or she may elect to have his or her taxable income determined be taxed at the time he or she acquires the Shares Stock is purchased rather than when and as the Company Reacquisition Right Unvested Share Repurchase Option lapses by filing an election election, in the form attached hereto as Exhibit B, under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30the “IRS”) within 30 days after from the date of acquisition purchase of the SharesStock. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Participant Purchaser understands that failure to make this filing on a timely filing under Section 83(b) basis will result in his or her the recognition of ordinary income, income by the Purchaser as the Company Reacquisition Right Unvested Share Repurchase Option lapses, based on the difference between the purchase price, if anything, price for the Stock and the fair market value of the Shares Stock at the time such restrictions lapserestriction lapses. (b) The Purchaser understands that the Stock has been valued by the Board of Directors and that the Company believes this valuation represents a fair attempt to appraise it. The Participant further Purchaser understands, however, that if Shares with respect to which an election under the Purchaser files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted by the IRS as the fair market value of the Stock, and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had value greater than the price paid by the Purchaser, and the Purchaser has been made are forfeited filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the Purchaser. There is no provision for the Company to reimburse the Purchaser for any potential tax liability, and the Purchaser assumes all responsibility for it. If the additional value attributed to the Company pursuant to its Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess Stock was more than twenty-five percent (if any25%) of the amount paid (if any) by the Participant Purchaser’s gross income for the forfeited Shares over the amount realized (if any) upon their forfeiture. If the Participant has paid nothing for the forfeited Shares and has received no payment upon their forfeitureyear in which that value was taxable, the Participant understands that he IRS would have six years from the due date for filing the return (or she will be unable to recognize any loss on the forfeiture actual filing date of the Shares even though return if filed thereafter) within which to assess the Participant incurred a additional tax liability by making an election under Section 83(b)and interest. (bc) The Participant understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to this Agreement. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Participant of the acquisition of Shares hereunder. ANY AN ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN WITHIN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES PURCHASER PURCHASES THE SHARESSTOCK. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT PURCHASER ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANTPURCHASER’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT Purchaser REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF. (cd) The Participant will Purchaser shall notify the Company in writing if the Participant Purchaser files an election pursuant to Section 83(b) of the Code). The Company intends, in the event it does not receive from the Participant Purchaser evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant Purchaser in the absence of such an election.

Election Under Section 83(b) of the Code. I understand and acknowledge that if I am exercising the Purchase Right to purchase Unvested Shares (a) The Participant understands i.e., shares that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Shares, if anything, and the fair market value of the Shares as of the date on which the Shares are “substantially vested,” within the meaning of Section 83. In this context, “substantially vested” means that the right of the Company to reacquire the Shares pursuant remain subject to the Company Reacquisition Right has lapsed. The Participant understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the Shares rather than when and as the Company Reacquisition Right lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition of the Shares. The Participant understands that failure to make a timely filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Shares at the time such restrictions lapse. The Participant further understands, howeverCompany’s Unvested Share Repurchase Option), that if Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant for the forfeited Shares over the amount realized (if any) upon their forfeiture. If the Participant has paid nothing for the forfeited Shares and has received no payment upon their forfeiture, the Participant understands that he or she will be unable to recognize any loss on the forfeiture of the Shares even though the Participant incurred a tax liability by making an election under Section 83(b). (b) The Participant understands that he or she I should consult with his or her my tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of on which I purchase the acquisition of the Shares pursuant to this AgreementShares. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant acknowledges I acknowledge that he or she has I have been advised to consult with a tax advisor prior to the exercise of the Purchase Right regarding the tax consequences to me of exercising the Participant of the acquisition of Shares hereunderPurchase Right. ANY AN ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN WITHIN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE I PURCHASE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT ACKNOWLEDGES I ACKNOWLEDGE THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S MY SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS I REQUEST THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO FILE SUCH ELECTION ON HIS OR HER MY BEHALF. . I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Grant Notice and my Agreement, copies of which I have received and carefully read and understand. Very truly yours, (cSignature) Receipt of the above is hereby acknowledged. ISOCKET, INC. By: Title: Dated: FOR VALUE RECEIVED the undersigned does hereby sell, assign and transfer unto ( ) shares of the Capital Stock of isocket, inc. standing in the undersigned’s name on the books of said corporation represented by Certificate No. herewith and does hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of said corporation with full power of substitution in the premises. Dated: Signature Print Name Instructions: Please do not fill in any blanks other than the signature line. The Participant will notify purpose of this assignment is to enable the Company to exercise its Company Reacquisition Right set forth in writing if the Participant files an election pursuant to Section 83(b) Restricted Stock Agreement without requiring additional signatures on the part of the CodeParticipant. The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant in the absence of such an election.Internal Revenue Service [IRS Service Center where Form 1040 is Filed]

Election Under Section 83(b) of the Code. (a) The Participant understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Common Shares, if anything, and the fair market value of the Common Shares as of the date on which the Common Shares are “substantially vested,” within the meaning of Section 83. In this context, “substantially vested” means that the right of the Company to reacquire the Common Shares pursuant to the Company Reacquisition Right has lapsed. The Participant understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the Common Shares rather than when and as the Company Reacquisition Right lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition of the Common Shares. The Participant understands that failure to make a timely filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Common Shares at the time such restrictions lapse. The Participant further understands, however, that if Common Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant for the forfeited Common Shares over the amount realized (if any) upon their forfeiture. If the Participant has paid nothing for the forfeited Common Shares and has received no payment upon their forfeiture, the Participant understands that he or she will be unable to recognize any loss on the forfeiture of the Common Shares even though the Participant incurred a tax liability by making an election under Section 83(b). (b) The Participant understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Common Shares pursuant to this Agreement. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Participant of the acquisition of Common Shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE COMMON SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF. (c) The Participant will notify the Company in writing if the Participant files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant in the absence of such an election.

Election Under Section 83(b) of the Code. (a) The Participant Purchaser understands that that, if the Stock is subject to a “substantial risk of forfeiture,” Section 83 of the Code taxes will tax as ordinary income the difference between the amount paid for the Shares, if anything, Stock and the fair market value of the Shares Stock as of the date on which the Shares are “substantially vested,” within the meaning risk of Section 83forfeiture lapses. In this context, “substantially vested” means that the right Stock may be subject to a substantial risk of the Company to reacquire the Shares pursuant to the Company Reacquisition Right has lapsedforfeiture. The Participant Purchaser understands that he or she may elect to have his or her taxable income determined be taxed at the time he or she acquires the Shares Stock is purchased rather than when and as the Company Reacquisition Right lapses vesting of the Stock is completed by filing an election election, in the form attached hereto as Exhibit C, under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30the “IRS”) within 30 days after from the date of acquisition purchase. Even if the fair market value of the SharesStock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Participant Purchaser understands that failure to make this filing on a timely filing under Section 83(b) basis will result in his or her the recognition of ordinary income, income by the Purchaser as the Company Reacquisition Right vesting restriction on the Unvested Shares lapses, based on the difference between the purchase price, if anything, price and the fair market value of the Shares Stock at the time such restrictions lapserestriction lapses. (b) The Purchaser understands that the Stock has been valued by the Board of Directors and that the Company believes this valuation represents a fair attempt to appraise it. The Participant further Purchaser understands, however, that if Shares with respect to which an election under the Purchaser files a Section 83(b) has been made are forfeited to election, the Company pursuant to its Company Reacquisition Right, such forfeiture can give no assurances that the purchase price will be treated accepted by the IRS as a sale on which there is realized a loss equal to the excess (if any) fair market value of the amount paid (if any) by Stock, and that the Participant for IRS could assert that the forfeited Shares over value of the amount realized (if any) upon their forfeitureStock on the date of purchase was substantially greater than the purchase price. If the Participant IRS were to successfully argue in a tax determination that the Stock had value greater than the price paid by the Purchaser, and the Purchaser has paid nothing filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the Purchaser. There is no provision for the forfeited Shares Company to reimburse the Purchaser for any potential tax liability, and has received no payment upon their forfeiturethe Purchaser assumes all responsibility for it. If the additional value attributed to the Stock was more than 25 percent of the Purchaser’s gross income for the year in which that value was taxable, the Participant understands that he IRS would have six years from the due date for filing the return (or she will be unable to recognize any loss on the forfeiture actual filing date of the Shares even though return if filed thereafter) within which to assess the Participant incurred a additional tax liability by making an election under Section 83(b)and interest. (bc) The Participant understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to this Agreement. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Participant of the acquisition of Shares hereunder. ANY AN ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN WITHIN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE SHARESPURCHASER PURCHASES STOCK. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT PURCHASER ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANTPURCHASER’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF. (cd) The Participant will Purchaser shall notify the Company in writing if the Participant Purchaser files an election pursuant to Section 83(b) of the Code). The Company intends, in the event it does not receive from the Participant Purchaser evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant Purchaser in the absence of such an election.

Election Under Section 83(b) of the Code. I understand and acknowledge that if I am exercising the Purchase Right to purchase Unvested Shares (a) The Participant understands i.e., shares that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Shares, if anything, and the fair market value of the Shares as of the date on which the Shares are “substantially vested,” within the meaning of Section 83. In this context, “substantially vested” means that the right of the Company to reacquire the Shares pursuant remain subject to the Company Reacquisition Right has lapsed. The Participant understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the Shares rather than when and as the Company Reacquisition Right lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition of the Shares. The Participant understands that failure to make a timely filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Shares at the time such restrictions lapse. The Participant further understands, howeverCompany's Unvested Share Repurchase Option), that if Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant for the forfeited Shares over the amount realized (if any) upon their forfeiture. If the Participant has paid nothing for the forfeited Shares and has received no payment upon their forfeiture, the Participant understands that he or she will be unable to recognize any loss on the forfeiture of the Shares even though the Participant incurred a tax liability by making an election under Section 83(b). (b) The Participant understands that he or she I should consult with his or her my tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of on which I purchase the acquisition of the Shares pursuant to this AgreementShares. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant acknowledges I acknowledge that he or she has I have been advised to consult with a tax advisor prior to the exercise of the Purchase Right regarding the tax consequences to me of exercising the Participant of the acquisition of Shares hereunderPurchase Right. ANY AN ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN WITHIN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE I PURCHASE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT ACKNOWLEDGES I ACKNOWLEDGE THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S MY SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS I REQUEST THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO FILE SUCH ELECTION ON HIS OR HER MY BEHALF. . I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Grant Notice and my Agreement, copies of which I have received and carefully read and understand. Very truly yours, (cSignature) Receipt of the above is hereby acknowledged. CCCI HOLDINGS, INC. FOR VALUE RECEIVED the undersigned does hereby sell, assign and transfer unto ___________________________________________________________________________ (____________) shares of the Capital Stock of CCCI Holdings, Inc. standing in the undersigned's name on the books of said corporation represented by Certificate No. ____________ herewith and does hereby irrevocably constitute and appoint ________________________ Attorney to transfer the said stock on the books of said corporation with full power of substitution in the premises. Dated: Signature Print Name Instructions: Please do not fill in any blanks other than the signature line. The Participant will notify purpose of this assignment is to enable the Company to exercise its Company Reacquisition Right set forth in writing if the Participant files an election pursuant to Section 83(b) Restricted Stock Agreement without requiring additional signatures on the part of the CodeParticipant. The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant in the absence of such an election.SAMPLE [IRS Service Center where Form 1040 is Filed]

Election Under Section 83(b) of the Code. (a) The Participant Recipient understands that Section 83 of the United States Internal Revenue Code of 1986, as amended (the “Code”) taxes as ordinary income the difference between the amount paid for the Shares, if anything, and the fair market value Fair Market Value of the Shares as of the date on which the Shares are “substantially vested,” , within the meaning of Section 83. In this context, “substantially vested” means that the right of the Company to reacquire the Shares pursuant to the Company Reacquisition Right has lapsed. The Participant Recipient understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the Shares rather than when and as the Company Reacquisition Right lapses Shares have vested by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition of the Shares. The Participant Recipient understands that failure to make a timely filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapsesShares vest, on the difference between the purchase price, if anything, and the fair market value Fair Market Value of the Shares at the time such restrictions lapsevesting occurs. The Participant Recipient further understands, however, that if Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition RightCorporation, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant Recipient for the forfeited Shares over the amount realized (if any) upon their forfeiture. If the Participant Recipient has paid nothing for the forfeited Shares and has received no payment upon their forfeiture, the Participant Recipient understands that he or she will be unable to recognize any loss on the forfeiture of the Shares even though the Participant Recipient incurred a tax liability by making an election under Section 83(b). (b) The Participant Recipient understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to this Agreement. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the ParticipantRecipient. The Participant Recipient acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Participant Recipient of the acquisition of Shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE PARTICIPANT RECIPIENT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT RECIPIENT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT RECIPIENT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANTRECIPIENT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF. (c) The Participant Recipient will notify the Company Corporation in writing if the Participant he files an election pursuant to Section 83(b) of the Code. The Company Corporation intends, in the event it does not receive from the Participant Recipient evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant Recipient in the absence of such an election.

Election Under Section 83(b) of the Code. (a) The Participant understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Shares, if anything, and the fair market value Fair Market Value of the Common Shares as of the date on which the Common Shares are “substantially vested,” within the meaning of Code Section 83. In this context, “substantially vested” means that the right of the Company to reacquire the restrictions on such Common Shares pursuant to the Company Reacquisition Right has lapsedhave lapsed and are vested. The Participant understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the Common Shares rather than when and as the Company Reacquisition Right lapses restrictions on the Common Shares lapse by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date Date of acquisition of the SharesGrant. The Participant understands that failure to make a timely filing under Code Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapsesrestrictions on the Common Shares lapse, on the difference between the purchase price, if anything, and the fair market value Fair Market Value of the Common Shares at the time such restrictions lapse. The Participant further understands, however, that if Common Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition Rightforfeited, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant for the forfeited Common Shares over the amount realized (if any) any upon their forfeiture). If the Participant has paid nothing for the forfeited Common Shares and has received no payment upon their forfeiture, the Participant understands that he or she will be unable to recognize any loss on the forfeiture of the Common Shares even though the Participant incurred a tax liability by making an election under Code Section 83(b). (b) The Participant understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date Date of Grant of the acquisition of the Common Shares pursuant to this Agreement. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Participant of the acquisition of Common Shares hereunder. ANY ELECTION UNDER CODE SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 THIRTY (30) DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE SHARESOF GRANT. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A CODE SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF. (c) The Participant will notify the Company in writing writing, in a form and manner prescribed by the Company within thirty (30) days if the Participant files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant in the absence of such an election.

Election Under Section 83(b) of the Code. (a) The Participant understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Shares, if anything, and the fair market value of the Shares as of the date on which the Shares are “substantially vested,” within the meaning of Section 83. In this context, “substantially vested” means that the right of the Company to reacquire the Shares pursuant to the Company Reacquisition Right has lapsed. The Participant understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the Shares rather than when and as the Company Reacquisition Right lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition of the Shares. The Participant understands that failure to make a timely filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Shares at the time such restrictions lapse. , The Participant Pm1icipant further understands, however, that if Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant for the forfeited Shares over the amount realized (if any) upon their forfeiture. If the Participant has paid nothing for the forfeited Shares and has received no payment upon their forfeiture, the Participant understands that he or she will be unable to recognize any loss on the forfeiture of the Shares even though the Participant incurred a tax liability by making an election under Section 83(b). (b) The Participant understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to this Agreement. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Participant of the acquisition of Shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF. (c) The Participant will notify the Company in writing if the Participant files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant in the absence of such an election.