Common use of Forfeiture of Unvested Clause in Contracts

Forfeiture of Unvested. Units In the event that your Service terminates for any reason, you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If your Service terminates because of your death, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Service. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your unvested Restricted Stock Units, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service with the Company due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraud, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of Restricted Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Wyoming, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.

Forfeiture of Unvested. Units In Stock Unless otherwise approved by the Board, in the event that your Service terminates for any reason, except as provided above in the section entitled “Issuance and Vesting,” you will forfeit to the Company all of the shares of Restricted Stock Units subject to this grant that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsedvested. Death If your Service terminates because of your death, then you will forfeit to the Company all of Escrow The certificates for the Restricted Stock Units that have not yet vested or shall be deposited in escrow with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because the Secretary of your Disability, then you will forfeit to the Company all to be held in accordance with the provisions of this paragraph. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as Exhibit A. The deposited certificates shall remain in escrow until such time or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the Restricted Stock Units that have not yet vested or with respect certificates to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Service. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in competition with the Company, you shall be issued an instrument of deposit acknowledging the Company shall have the right to cause a forfeiture number of your unvested Restricted Stock Units, and with respect to those shares of Restricted Stock Units vesting during delivered in escrow to the period commencing twelve (12) months prior to your termination Secretary of Service with the Company due to taking actions in competition with the Company, . All regular cash dividends on the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership Restricted Stock (or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your relationship with the Company or its Affiliates or securities at the time held in escrow) shall be paid directly to you and shall not be held in escrow. However, in the event of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement stock dividend, stock split, recapitalization or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to other change affecting the Company, ’s outstanding common stock as a class effected without receipt of consideration or fraud, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In in the event of a stock split, a stock dividend or a similar change in the Company Stock, any new, substituted or additional securities or other property which is by reason of such transaction distributed with respect to the number Restricted Stock shall be immediately delivered to the Secretary of the Company to be held in escrow hereunder, but only to the extent the Restricted Stock is at the time subject to the escrow requirements hereof. The shares of Restricted Stock Units covered by this grant will held in escrow hereunder shall be adjusted (and rounded down subject to the nearest whole numberfollowing terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: · As your interest in the shares vests as described above, the certificates for such vested shares shall be released from escrow and delivered to you, at your request, within thirty (30) days following each vesting date. · Upon termination of your Service, any escrowed shares in accordance which you are at the time vested shall be promptly released from escrow. · Should the Company exercise its rights to cause a forfeiture with respect to any unvested shares (as described below) held at the terms time in escrow hereunder, then the escrowed certificates for such unvested shares shall be surrendered to the Company for cancellation, and you shall have no further rights with respect to such shares of Restricted Stock. · Should the Company elect not to exercise its right to cause a forfeiture with respect to any shares held at the time in escrow hereunder, then the escrowed certificates for such shares shall be surrendered to you. Withholding Taxes You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Planvesting of Restricted Stock acquired under this grant. Applicable Law This Agreement will be interpreted and enforced under In the laws of event that the state of WyomingCompany determines that any federal, other than any conflicts state, local or choice of law rule foreign tax or principle that might otherwise refer construction or interpretation of this Agreement withholding payment is required relating to the substantive law vesting of another jurisdiction. Data Privacy In order to administer the Planshares arising from this grant, the Company may process personal data about shall have the right to: (i) require such payments from you. Such data includes, but is not limited ; (ii) withhold such amounts from other payments due to you from the Company or any Affiliate; or (iii) cause an immediate forfeiture of shares of Restricted Stock granted pursuant to this Agreement in an amount equal to the information provided in this Agreement and any changes thereto, withholding or other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plantaxes due.

Forfeiture of Unvested. Units In Shares Except as provided in the provisions of this Agreement, in the event that your Service service terminates for any reasonreason other than death, Disability, Retirement, or a Company-initiated termination of service without Cause in connection with a Change in Control as set forth in this Agreement, before the last day of the Performance Period, you will forfeit to the Company all of the Restricted Stock Units Shares subject to this grant that have not yet vested vested. Recoupment Policy If it is determined by the Board that your gross negligence, intentional misconduct or with respect fraud caused or partially caused the Company to which have to restate all applicable restrictions or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and conditions have not lapsedto the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this Agreement or to effect the cancellation of unvested Shares. Death If your Service terminates because of your deathIn addition, then you agree that you will forfeit be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date. Withholding Taxes You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of Shares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the Company all vesting of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because of your DisabilityShares arising from this grant, then you will forfeit to the Company all of shall have the Restricted Stock Units that have not yet vested or with respect right to: (i) require such payments from you, (ii) withhold such amounts from other payments due to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by you from the Company or its successor. Notwithstanding any Affiliate, or (iii) cause an immediate forfeiture of Shares subject to the vesting pursuant to this Agreement in an amount equal to the withholding or other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Servicetaxes due. Retention Rights This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. The Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your unvested Restricted Stock Units, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service service with the Company due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to at any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraud, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of Restricted Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Wyoming, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work, includingtime, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Planor without Cause.

Forfeiture of Unvested. Units In the event that your Service terminates for any reason, you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If your Service terminates because of your death, then you will forfeit to the Company all of the your Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsedshall become 100% vested. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the your Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsedshall become 100% vested. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Servicevested. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred delivered to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your unvested Restricted Stock Units, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service with the Company due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraud, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In the event of a stock split, a stock dividend or a similar change in the StockCompany stock, the number of Restricted Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the state State of WyomingNew York, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you workare employed, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.

Forfeiture of Unvested. Units In the event that your Service terminates for any reason, other than death or Disability, then unless otherwise provided in an applicable employment agreement between you and the Company or an Affiliate or other plan or agreement, you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsedvested. Death If your Service terminates because of your death, then you will forfeit to the Company all of the your Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsedshall become 100% vested. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the your Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsedshall become 100% vested. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award the Restricted Stock Units will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Servicevested. Retention Rights This Agreement does not give you the right to be retained or employed by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will not be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your unvested Restricted Stock Units, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service with the Company due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraud, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In the event of a stock split, a stock dividend or a similar change in the StockCompany stock, the number of Restricted Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the state State of WyomingMaryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you workreside, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.

Forfeiture of Unvested. Units In PSUs Except as provided pursuant in the provisions of this Agreement, in the event that your Service service terminates before the last day of the Performance Period for any reasonreason other than death, Disability, or a Company-initiated termination of service without Cause, including in connection with a Change in Control as set forth in this Agreement, you will forfeit to the Company all of the Restricted Stock Units PSUs subject to this grant that have not yet vested vested. Recoupment Policy If it is determined by the Board that your gross negligence, intentional misconduct or with respect fraud caused or partially caused the Company to which have to restate all applicable restrictions or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and conditions to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this Agreement or to effect the cancellation of unvested PSUs, if (i) the vesting of the PSUs was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of, or affected by, the restatement, and (ii) the extent of vesting of PSUs would have not lapsedbeen less had the financial statements been correct. Death If your Service terminates because of your deathIn addition, then you agree that you will forfeit be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date. Withholding Taxes You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of Shares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the Company all vesting of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because of your DisabilityShares arising from this grant, then you will forfeit to the Company all of shall have the Restricted Stock Units that have not yet vested or with respect right to: (i) require such payments from you, (ii) withhold such amounts from other payments due to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by you from the Company or its successor. Notwithstanding any Affiliate, or (iii) withhold Shares otherwise payable to you pursuant to this Agreement in an amount equal to the withholding or other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Servicetaxes due. Retention Rights This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. The Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your unvested Restricted Stock Units, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service service with the Company due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to at any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraud, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of Restricted Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Wyoming, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work, includingtime, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Planor without Cause.

Forfeiture of Unvested. Units Stock In the event that your Service terminates for any reason, except as provided above in the sections entitled “Termination after Long-Term Service” and “Termination without Cause, Good Reason or Non-Renewal of Employment Agreement; Change of Control,” you will forfeit to the Company all of the shares of Restricted Stock Units that have not yet vested or with respect vested. For the avoidance of doubt, if you incur a termination of Service for any reason prior to which all applicable restrictions and conditions have not lapsed. Death If your Service terminates because the satisfaction of your deaththe Performance-Based Vesting Condition, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Service. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your unvested Restricted Stock Units, and with respect to those shares of Restricted Stock Units vesting during and will not thereafter vest in any shares of Restricted Stock. Escrow The certificates for the period commencing twelve (12) months prior to your termination of Service Restricted Stock shall be deposited in escrow with the Secretary of the Company due to taking actions be held in competition accordance with the Company, the right to cause provisions of this paragraph. Each deposited certificate shall be accompanied by a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate duly executed Assignment Separate from Certificate in the ownership, management, operation form attached hereto as Exhibit A. The deposited certificates shall remain in escrow until such time or control of, times as the certificates are to be released or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which otherwise surrendered for cancellation as discussed below. Upon delivery of the Company or any of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty certificates to the Company, or fraud, then you shall be issued an instrument of deposit acknowledging the number of shares of Restricted Stock delivered in escrow to the Secretary of the Company. All regular cash dividends on the Restricted Stock Units (or other securities at the time held in escrow) shall be immediately forfeited; providedpaid directly to you and shall not be held in escrow. However, howeverin the event of any stock dividend, that if stock split, recapitalization or other change affecting the Restricted Stock Units has vested within two years prior to the Board Company’s outstanding common stock as a class effected without receipt of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In consideration or in the event of a stock split, a stock dividend or a similar change in the Company Stock, any new, substituted or additional securities or other property which is by reason of such transaction distributed with respect to the number Restricted Stock shall be immediately delivered to the Secretary of the Company to be held in escrow hereunder, but only to the extent the Restricted Stock is at the time subject to the escrow requirements hereof. The shares of Restricted Stock Units covered by this grant will held in escrow hereunder shall be adjusted (and rounded down subject to the nearest whole numberfollowing terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: · As your interest in the shares vests as described above, the certificates for such vested shares shall be released from escrow and delivered to you, at your request, within thirty (30) days following each vesting date. · Upon termination of your Service, any escrowed shares in accordance which you are at the time vested shall be promptly released from escrow. · Should the Company exercise its rights to cause a forfeiture with respect to any unvested shares (as described below in the terms section entitled “Forfeiture of Rights”) held at the time in escrow hereunder, then the escrowed certificates for such unvested shares shall be surrendered to the Company for cancellation, and you shall have no further rights with respect to such shares of Restricted Stock. · Should the Company elect not to exercise its right to cause a forfeiture with respect to any shares (as described below in the section entitled “Forfeiture of Rights”) held at the time in escrow hereunder, then the escrowed certificates for such shares shall be surrendered to you. Withholding Taxes You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Planvesting of Restricted Stock acquired under this grant. Applicable Law This Agreement will be interpreted and enforced under In the laws of event that the state of WyomingCompany determines that any federal, other than any conflicts state, local or choice of law rule foreign tax or principle that might otherwise refer construction or interpretation of this Agreement withholding payment is required relating to the substantive law vesting of another jurisdiction. Data Privacy In order to administer the Planshares arising from this grant, the Company may process personal data about shall have the right to: (i) require such payments from you. Such data includes, but is not limited ; (ii) withhold such amounts from other payments due to you from the Company or any Affiliate; or (iii) cause an immediate forfeiture of shares of Restricted Stock granted pursuant to this Agreement in an amount equal to the information provided in this Agreement and any changes thereto, withholding or other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plantaxes due.

Forfeiture of Unvested. Units Stock In the event that your Service terminates for any reason, you will forfeit to the Company all of the Restricted shares of Stock Units subject to this grant that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death or Disability If your Service terminates because of your deathdeath or your Disability, then you will forfeit to the Company all of the Restricted shares of Stock Units subject to this grant that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Disability If Leaves of Absence For purposes of this award, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates because for all purposes under the Plan. Issuance The issuance of the Stock under this grant shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more Stock certificates, with any unvested Restricted Stock bearing a legend with the appropriate restrictions imposed by this Agreement. As your Disabilityinterest in the Stock vests as described above, then the recordation of the number of shares of Restricted Stock attributable to you will forfeit be appropriately modified. Withholding Taxes You agree, as a condition of this grant, that you will make acceptable arrangements to the Company all pay any withholding or other taxes that may be due as a result of the Restricted Stock Units that have not yet vested payment of dividends or with respect to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, Stock acquired under this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Service. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to yougrant. In the event that the Company determines that any tax or withholding payment is required relating to the payment of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on or the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in competition with the Companyshares arising from this grant under Applicable Laws, the Company shall have the right to cause a forfeiture of your unvested Restricted Stock Unitsrequire such payments from you, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service with the Company or withhold such amounts from other payments due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which from the Company or any Affiliate. Subject to the prior approval of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraudwhich may be withheld by the Company, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determinationin its sole discretion, you shall be required may elect to pay satisfy this withholding obligation, in whole or in part, by causing the Company to withhold shares of Stock otherwise issuable to you or by delivering to the Company shares of Stock already owned by you. The shares of Stock so delivered or withheld must have an amount aggregate Fair Market Value equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In the event of a stock splitwithholding obligation and may not be subject to any repurchase, a stock dividend forfeiture, unfulfilled vesting, or a other similar change in the Stock, the number of Restricted Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Wyoming, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Planrequirements.

Forfeiture of Unvested. Units In the event that your Service terminates for any reason, you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If your Service terminates because of your death, then you will forfeit to the Company all of the your Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsedshall become 100% vested. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the your Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will shall become 100% vested if it is vested. Leaves of Absence For purposes of this option, your Service does not assumed, or equivalent awards are not substituted for the award, terminate when you go on a bona fide employee leave of absence that was approved by the Company or its successor. Notwithstanding any other provision in this Agreementwriting, if assumed the terms of the leave provide for continued Service crediting, or substituted forwhen continued Service crediting is required by applicable law. However, the award your Service will expire one year be treated as terminating 90 days after the date of termination of Service. Retention Rights This Agreement does not give you the went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Withholding Taxes You agree, as a condition of this grant, that you will make acceptable arrangements, which must be retained consistent with and permitted by the rules and regulations established by the Company (and the plan administrator, to pay any withholding or other taxes that may be due as a result of vesting in Restricted Stock Units or your acquisition of Stock under this grant. In the event that the Company determines that any Affiliates) in any capacity. The federal, state, local or foreign tax or withholding payment is required relating to this grant, the Company (and any Affiliate) reserve will have the right to: (i) require that you arrange such payments to terminate your Service at any time and for any reason. Shareholder Rights You do not have any the Company, or (ii) cause an immediate forfeiture of the rights shares of a shareholder with respect Stock subject to the Restricted Stock Units unless and until the Stock relating granted pursuant to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may this Agreement in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your unvested Restricted Stock Units, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service with the Company due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraud, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determinationwithholding or other taxes due. Adjustments In the event of a stock splitaddition, a stock dividend or a similar change in the Stock, the number of Restricted Stock Units covered by this grant will be adjusted (Company’s sole discretion and rounded down to the nearest whole number) in accordance consistent with the terms of the Plan. Applicable Law This Agreement will be interpreted Company’s rules and enforced under the laws of the state of Wyoming, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Planregulations, the Company may process personal data about you. Such data includes, but is not limited permit you to pay the withholding or other taxes due as a result of the vesting of your Restricted Stock Units by delivery (on a form acceptable to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate Board) of an irrevocable direction to a licensed securities broker selected by the Company to facilitate the administration sell shares of Stock and to deliver all or part of the Plan. By accepting these Restricted Stock Units, you give explicit consent sales proceeds to the Company to process any such personal data. You also give explicit consent to in payment of the Company to transfer any such personal data outside the country in which you work, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Planwithholding taxes.

Forfeiture of Unvested. Restricted Stock Units In Unless the event that termination of your Service terminates for triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreement, the Plan, or any reasonother written agreement between the Company (or any Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If in the event your Service terminates because of your death, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Service. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to this Restricted Stock Unit and the Restricted Stock Unit shall immediately expire. In addition, if you have received Shares in connection with Restricted Stock Units during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares) in an amount determined as follows: (1) for any Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any Shares that you still own, the amount will be the number of Shares owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the shares or any other shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock Units or the Stock. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Unit or receipt of Stock arising from this grant, the Company shall have the right to cause a forfeiture of your unvested Restricted Stock Unitsrequire such payments from you, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service with the Company or withhold such amounts from other payments due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which from the Company or any Affiliate (including withholding the delivery of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time vested shares of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraud, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of Restricted Stock Units covered by otherwise deliverable under this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Wyoming, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the PlanAgreement).

Forfeiture of Unvested. Units Stock In the event that your Service terminates for any reasonreason other than your death or Disability, you will forfeit to the Company all of the Restricted shares of Stock Units subject to this grant that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If Leaves of Absence For purposes of this grant, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates because for all purposes under the Plan. Issuance The issuance of the Stock under this grant shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more Stock certificates, with any unvested Restricted Stock bearing a legend with the appropriate restrictions imposed by this Agreement. As your deathinterest in the Stock vests as described above, then the recordation of the number of shares of Restricted Stock attributable to you will forfeit be appropriately modified. Withholding Taxes You agree, as a condition of this grant, that you will make acceptable arrangements to the Company all pay any withholding or other taxes that may be due as a result of the Restricted Stock Units that have not yet vested payment of dividends or with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, Stock acquired under this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Service. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to yougrant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the payment of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on or the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in competition with the Companyshares arising from this grant, the Company shall have the right to cause a forfeiture of your unvested Restricted Stock Unitsrequire such payments from you, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service with the Company or withhold such amounts from other payments due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which from the Company or any Affiliate. Subject to the prior approval of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraudwhich may be withheld by the Company, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determinationin its sole discretion, you shall be required may elect to pay satisfy this withholding obligation, in whole or in part, by causing the Company to withhold shares of Stock otherwise issuable to you or by delivering to the Company shares of Stock already owned by you. The shares of Stock so delivered or withheld must have an amount aggregate Fair Market Value equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In the event of a stock splitwithholding obligation and may not be subject to any repurchase, a stock dividend forfeiture, unfulfilled vesting, or a other similar change in the Stock, the number of Restricted Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Wyoming, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Planrequirements.

Forfeiture of Unvested. Restricted Stock Units In Unless the event that termination of your Service terminates for triggers accelerated vesting of your Restricted Stock Units pursuant to the terms of this Agreement, the Plan, or any reasonother written agreement between the Company (or any Affiliate) and you, you will automatically forfeit to the Company all of the unvested Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If in the event your Service terminates because of your death, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Service. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to the Restricted Stock Unit awarded under this Agreement, and the Restricted Stock Unit shall immediately expire. In addition, if you have received Shares in connection with these Restricted Stock Units during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares) in an amount determined as follows: (1) for any Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any Shares that you still own, the amount will be the number of Shares owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the shares or any other shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock Units or the Stock. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Unit or receipt of Stock arising from this grant, the Company shall have the right to cause a forfeiture of your unvested Restricted Stock Unitsrequire such payments from you, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service with the Company or withhold such amounts from other payments due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which from the Company or any Affiliate (including withholding the delivery of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time vested shares of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraud, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of Restricted Stock Units covered by otherwise deliverable under this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Wyoming, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the PlanAgreement).

Forfeiture of Unvested. Stock Units In Unless the event that termination of your Service terminates for triggers accelerated vesting or other treatment of your Stock Units pursuant to the terms of this Agreement, the Plan, or any reasonother written agreement between the Company or any Affiliate and you, you will automatically forfeit to the Company all of the Restricted unvested Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If in the event your Service terminates because of your death, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Service. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in competition violation or breach of or in conflict with any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate or any confidentiality obligation with respect to the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of your rights to this Award, and the Stock Units will immediately expire. Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Evidence of Issuance The issuance of the shares of Stock delivered in settlement of the Stock Units evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration or issuance of one or more Stock certificates. Withholding Taxes You agree as a condition of this Award that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of the Stock Units or receipt of shares of Stock in settlement of such Stock Units. In the event that the Company shall or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Stock Units or receipt of shares of Stock arising from this Award, the Company or any Affiliate will have the right to cause a forfeiture of your unvested Restricted Stock Unitsrequire such payments from you, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service with the Company or withhold such amounts from other payments due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which from the Company or any Affiliate (including withholding the delivery of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time shares of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraud, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of Restricted Stock Units covered by otherwise deliverable under this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Wyoming, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the PlanAgreement).

Forfeiture of Unvested. Units Stock In the event that your Service terminates for any reason, you will forfeit to the Company all of the Restricted shares of Stock Units subject to this Grant that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If Leaves of Absence For purposes of this Agreement, your Service terminates because does not terminate when you go on a bona fide employee leave of your death, then you will forfeit to the Company all of the Restricted Stock Units absence that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, was approved by the Company or an Affiliate in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its successorsole discretion, which leaves count for this purpose and when your Service terminates for all purposes under the Plan. Notwithstanding any other provision Issuance The issuance of the Stock under this Grant will be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry or direct registration (including transaction advices) or the issuance of one or more share certificates. As your interest in the Stock vests as described on the cover sheet of this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Service. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any recordation of the rights number of a shareholder with respect to the shares of Restricted Stock Units unless and until attributable to you will be appropriately modified. Withholding Taxes You agree, as a condition of this Grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the payment of dividends or the vesting of Stock relating to the Restricted Stock Units has been transferred to youacquired under this Grant. In the event that your employer determines that any federal, state, or local tax or withholding payment is required relating to the payment of a cash dividend on outstanding Stockdividends or the vesting of shares arising from this Grant, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in competition with the Company, the Company your employer shall have the right to cause a forfeiture of your unvested Restricted Stock Unitsrequire such payments from you, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service with the Company or withhold such amounts from other payments due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stockyou. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraud, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of Restricted Stock Units covered by To satisfy this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Wyoming, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Planwithholding obligation, the Company may process personal data about you. Such data includesprovide you with the opportunity, but is not limited in its discretion, to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by have the Company withhold shares of Stock otherwise issuable to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent or by delivering to the Company shares of Stock already owned by you. If the Company provides you with the foregoing opportunity and you fail to process any such personal datamake an election to do either, the Company may determine what method to use, including by withholding shares of Stock otherwise issuable to you. You also give explicit consent The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the Company withholding obligation and may not be subject to transfer any such personal data outside the country in which you workrepurchase, includingforfeiture, with respect to non-U.S. resident granteesunfulfilled vesting, to the United States, to transferees who shall include the Company and or other persons who are designated by the Company to administer the Plansimilar requirements.