Common use of Government and Other Regulations Clause in Contracts

Government and Other Regulations. (a) Shares shall not be issued pursuant to the Stock Option unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Exchange Act, the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. No delay in issuance shall result in the expiration of the exercisability of all, or any portion of, the Stock Option. Except otherwise provided in this Agreement, the Company shall not be obligated to file any registration statement under any applicable securities laws to permit the purchase or issuance of any Shares, and, accordingly, any certificates for Shares may have an appropriate legend or statement of applicable restrictions endorsed thereon. If the Company reasonably deems it necessary to ensure that the issuance of Shares pursuant to this Stock Option is not required to be registered under any applicable securities laws, the Optionee shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably determines necessary or appropriate to satisfy such requirements. (b) The exercise of the Stock Option shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which such Shares are traded. The Company may, in its reasonable discretion, defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares pending or to ensure compliance under federal or state securities laws or the rules or regulations of any exchange on which such Shares are then listed for trading. The Company shall inform the Optionee in writing of its decision to defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares. During the period that the effectiveness of the exercise of the Stock Option has been deferred, the Optionee may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. No delay in exercise pursuant to this Section 10(b) shall result in the expiration of all, or any portion of, the Stock Option until at least 10 business days after exercise has been permitted. (c) As a condition to any exercise of the Stock Option, upon reasonable request by the Company, the Optionee will be required to represent, warrant and covenant as follows: (i) The Optionee is acquiring the Shares for his own account and not with a view to, or for sale in connection with, any distribution of the shares of Common Stock in violation of the Securities Act or any rule or regulation under the Securities Act or in violation of any applicable state securities law. (ii) The Optionee has had such opportunity as he has deemed adequate to obtain from representatives of the Company such information as is necessary to permit him to evaluate the merits and risks of his investment in the Company. (iii) The Optionee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in acquiring the Shares and to make an informed investment decision with respect to such investment. (iv) The Optionee can afford the complete loss of the value of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period. (v) The Optionee understands that, until the effectiveness of an initial public offering of the Common Stock of the Company, (I) the Shares have not been registered under the Securities Act and constitute “restricted securities” within the meaning of Rule 144 under the Securities Act; (II) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; and (III) there is now no registration statement on file with the Securities and Exchange Commission with respect to the Shares and there is no commitment on the part of the Company to make any such filing. (vi) In addition, upon any exercise of the Stock Option, and as a condition thereof, the Optionee will make or enter into such other written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement.

Government and Other Regulations. (a) Shares shall not be issued pursuant to the Stock Option unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Exchange Act, the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. No delay in issuance shall result in the expiration of the exercisability of all, or any portion of, the Stock Option. Except otherwise provided in this Agreement, the Company shall not be obligated to file any registration statement under any applicable securities laws to permit the purchase or issuance of any Shares, and, accordingly, any certificates for Shares may have an appropriate legend or statement of applicable restrictions endorsed thereon. If the Company reasonably deems it necessary to ensure that the issuance of Shares pursuant to this Stock Option is not required to be registered under any applicable securities laws, the Optionee shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably determines necessary or appropriate to satisfy such requirements. (b) The exercise of the Stock Option shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which such Shares are traded. The Company may, in its reasonable discretion, defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares pending or to ensure compliance under federal or state securities laws or the rules or regulations of any exchange on which such Shares are then listed for trading. The Company shall inform the Optionee in writing of its decision to defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares. During the period that the effectiveness of the exercise of the Stock Option has been deferred, the Optionee may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. No delay in exercise pursuant to this Section 10(b) shall result in the expiration of all, or any portion of, the Stock Option until at least 10 business days after exercise has been permitted. (c) As a condition to any exercise of the Stock Option, upon reasonable request by the Company, the Optionee will be required to represent, warrant and covenant as follows: (i) The Optionee is acquiring the Shares for his own account and not with a view to, or for sale in connection with, any distribution of the shares of Common Stock in violation of the Securities Act or any rule or regulation under the Securities Act or in violation of any applicable state securities law. (ii) The Optionee has had such opportunity as he has deemed adequate to obtain from representatives of the Company such information as is necessary to permit him to evaluate the merits and risks of his investment in the Company. (iii) The Optionee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in acquiring the Shares and to make an informed investment decision with respect to such investment. (iv) The Optionee can afford the complete loss of the value of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period. (v) The Optionee understands that, until the effectiveness of an initial public offering of the Common Stock of the Company, that (I) the Shares have not been registered under the Securities Act and constitute “restricted securities” within the meaning of Rule 144 under the Securities Act; (II) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; and (III) there is now no registration statement on file with the Securities and Exchange Commission with respect to the Shares and there is no commitment on the part of the Company to make any such filing. (vi) In addition, upon any exercise of the Stock Option, and as a condition thereof, the Optionee will make or enter into such other written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement.

Government and Other Regulations. (a) Shares The obligation of the Company to settle Awards in shares of Common Stock or other consideration shall not be issued pursuant subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the Stock Option unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Exchange Act, the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. No delay in issuance shall result in the expiration of the exercisability of all, or any portion of, the Stock Option. Except otherwise provided in this Agreementcontrary, the Company shall not be obligated under no obligation to file any registration statement under any applicable securities laws offer to permit the purchase sell or issuance of any Sharesto sell, and, accordinglyand shall be prohibited from offering to sell or selling, any certificates shares of Common Stock pursuant to an Award unless such shares have been properly registered for Shares may have an appropriate legend sale pursuant to the Securities Act with the Securities and Exchange Commission or statement of applicable restrictions endorsed thereon. If unless the Company reasonably deems it necessary has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to ensure the Company, that the issuance of Shares such shares may be offered or sold without such registration pursuant to this Stock Option is not required to be registered under any applicable securities laws, the Optionee shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably determines necessary or appropriate to satisfy such requirements. (b) The exercise of the Stock Option shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority available exemption therefrom and the requirements terms and conditions of any securities exchange on which such Shares are traded. The Company may, in its reasonable discretion, defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares pending or to ensure compliance under federal or state securities laws or the rules or regulations of any exchange on which such Shares are then listed for tradingexemption have been fully complied with. The Company shall inform the Optionee in writing of its decision be under no obligation to defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares. During the period that the effectiveness of the exercise of the Stock Option has been deferred, the Optionee may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. No delay in exercise pursuant to this Section 10(b) shall result in the expiration of all, or any portion of, the Stock Option until at least 10 business days after exercise has been permitted. (c) As a condition to any exercise of the Stock Option, upon reasonable request by the Company, the Optionee will be required to represent, warrant and covenant as follows: (i) The Optionee is acquiring the Shares for his own account and not with a view to, or register for sale in connection with, under the Securities Act any distribution of the shares of Common Stock in violation of the Securities Act to be offered or any rule or regulation sold under the Securities Act Plan. The Committee shall have the authority to provide that all shares of Common Stock or in violation other securities of any applicable state securities law. (ii) The Optionee has had such opportunity as he has deemed adequate to obtain from representatives member of the Company such information as is necessary to permit him to evaluate Group issued under the merits and risks of his investment in the Company. (iii) The Optionee has sufficient experience in business, financial and investment matters to Plan shall be able to evaluate the risks involved in acquiring the Shares and to make an informed investment decision with respect subject to such investment. (iv) The Optionee can afford stop-transfer orders and other restrictions as the complete loss of the value of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period. (v) The Optionee understands that, until the effectiveness of an initial public offering of the Common Stock of the Company, (I) the Shares have not been registered Committee may deem advisable under the Securities Act Plan, the applicable Award Agreement, the Federal securities laws, or the rules, regulations, and constitute “restricted securities” within the meaning other requirements of Rule 144 under the Securities Act; (II) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; and (III) there is now no registration statement on file with the Securities and Exchange Commission with respect to and any securities exchange or inter-dealer quotation system on which the Shares and there is no commitment on the part securities of the Company are listed or quoted, and any other applicable Federal, state, local, or non-U.S. laws, rules, regulations, and other requirements, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on certificates representing shares of Common Stock or other securities of any member of the Company Group issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities of any such filing. (vi) In addition, upon any exercise member of the Stock Option, and as a condition thereofCompany Group issued under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Optionee will make Committee reserves the right to add, at any time, any additional terms or enter into such other written representationsprovisions to any Award granted under the Plan that the Committee, warranties and agreements as the Company may reasonably request in its sole discretion, deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to comply with applicable securities laws or with this Agreementwhose jurisdiction the Award is subject.

Government and Other Regulations. (ai) The obligation of the Company to settle Awards in Common Shares or other consideration shall not be issued pursuant subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the Stock Option unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Exchange Act, the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. No delay in issuance shall result in the expiration of the exercisability of all, or any portion of, the Stock Option. Except otherwise provided in this Agreementcontrary, the Company shall not be obligated under no obligation to file any registration statement under any applicable securities laws offer to permit the purchase sell or issuance of any Sharesto sell, and, accordinglyand shall be prohibited from offering to sell or selling, any certificates for Shares may have an appropriate legend or statement of applicable restrictions endorsed thereon. If the Company reasonably deems it necessary to ensure that the issuance of Common Shares pursuant to this Stock Option is not required to be an Award unless such shares have been properly registered under any applicable securities laws, the Optionee shall deliver for sale pursuant to the Company an agreement Securities Act with the Securities and Exchange Commission or certificate containing such representations, warranties and covenants as unless the Company reasonably determines necessary or appropriate to satisfy such requirements. (b) The exercise has received an opinion of the Stock Option shall only be effective at such time as counsel counsel, satisfactory to the Company shall have determined Company, that the issuance and delivery of Shares such shares may be offered or sold without such registration pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority an available exemption therefrom and the requirements terms and conditions of any securities exchange on which such Shares are traded. The Company may, in its reasonable discretion, defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares pending or to ensure compliance under federal or state securities laws or the rules or regulations of any exchange on which such Shares are then listed for tradingexemption have been fully complied with. The Company shall inform the Optionee in writing of its decision be under no obligation to defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares. During the period that the effectiveness of the exercise of the Stock Option has been deferred, the Optionee may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. No delay in exercise pursuant to this Section 10(b) shall result in the expiration of all, or any portion of, the Stock Option until at least 10 business days after exercise has been permitted. (c) As a condition to any exercise of the Stock Option, upon reasonable request by the Company, the Optionee will be required to represent, warrant and covenant as follows: (i) The Optionee is acquiring the Shares for his own account and not with a view to, or register for sale in connection with, any distribution of the shares of Common Stock in violation of the Securities Act or any rule or regulation under the Securities Act any of the Common Shares to be offered or sold under this Plan. The Committee shall have the authority to provide that all certificates for Common Shares or other securities of the Company or any Affiliate delivered under this Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Plan, the applicable Award agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of this Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in violation this Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under this Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any applicable state securities lawgovernmental entity lo whose jurisdiction the Award is subject. (ii) The Optionee has had such opportunity as he has deemed adequate Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations Table of Contents would make the Company’s acquisition of Common Shares from the public markets, the Company’s issuance of Common Shares to obtain the Participant, the Participant’s acquisition of Common Shares from representatives of the Company such information as is necessary and/or the Participant’s sale of Common Shares to permit him the public markets, illegal, impracticable or inadvisable. If the Committee determines to evaluate the merits and risks of his investment in the Company. (iii) The Optionee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in acquiring the Shares and to make an informed investment decision with respect to such investment. (iv) The Optionee can afford the complete loss of the value of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period. (v) The Optionee understands that, until the effectiveness cancel all or any portion of an initial public offering Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the Common Stock Shares subject to such Award or portion thereof canceled (determined as of the Companyapplicable exercise date, or the date that the Common Shares would have been vested or delivered, as applicable), over (IB) the Shares have not been registered under aggregate Exercise Price or Strike Price (in the Securities Act and constitute “restricted securities” within the meaning case of Rule 144 under the Securities Act; (IIan Option or SAR, respectively) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; and (III) there is now no registration statement on file with the Securities and Exchange Commission with respect to the Shares and there is no commitment on the part of the Company to make any such filing. (vi) In addition, upon any exercise of the Stock Option, and amount payable as a condition of delivery of Common Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof, the Optionee will make or enter into such other written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement.

Government and Other Regulations. (ai) Shares The obligation of the Company to settle Awards in shares of Common Stock or other consideration shall not be issued pursuant subject to compliance with Applicable Law. Notwithstanding any terms or conditions of any Award to the Stock Option unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Exchange Act, the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. No delay in issuance shall result in the expiration of the exercisability of all, or any portion of, the Stock Option. Except otherwise provided in this Agreementcontrary, the Company shall not be obligated under no obligation to file any registration statement under any applicable securities laws offer to permit the purchase sell or issuance of any Sharesto sell, and, accordinglyand shall be prohibited from offering to sell or selling, any certificates shares of Common Stock pursuant to an Award unless such shares have been properly registered for Shares may have an appropriate legend sale pursuant to the Securities Act with the Securities and Exchange Commission or statement of applicable restrictions endorsed thereon. If unless the Company reasonably deems it necessary has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to ensure the Company, that the issuance of Shares such shares may be offered or sold without such registration pursuant to this Stock Option is not required to be registered under any applicable securities laws, the Optionee shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably determines necessary or appropriate to satisfy such requirements. (b) The exercise of the Stock Option shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority available exemption therefrom and the requirements terms and conditions of any securities exchange on which such Shares are traded. The Company may, in its reasonable discretion, defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares pending or to ensure compliance under federal or state securities laws or the rules or regulations of any exchange on which such Shares are then listed for tradingexemption have been fully complied with. The Company shall inform the Optionee in writing of its decision be under no obligation to defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares. During the period that the effectiveness of the exercise of the Stock Option has been deferred, the Optionee may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. No delay in exercise pursuant to this Section 10(b) shall result in the expiration of all, or any portion of, the Stock Option until at least 10 business days after exercise has been permitted. (c) As a condition to any exercise of the Stock Option, upon reasonable request by the Company, the Optionee will be required to represent, warrant and covenant as follows: (i) The Optionee is acquiring the Shares for his own account and not with a view to, or register for sale in connection with, under the Securities Act any distribution of the shares of Common Stock in violation to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other securities of any member of the Securities Act or any rule or regulation Company Group issued under the Securities Act Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement and Applicable Law, and, without limiting the generality of Section 8 of the Plan, the Committee may cause a legend or in violation legends to be put on certificates representing shares of Common Stock or other securities of any applicable state member of the Company Group issued under the Plan to make appropriate reference to such restrictions or may cause such shares of Common Stock or other securities lawof any member of the Company Group issued under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add, at any time, any additional terms or provisions to any Award granted under the Plan that the Committee, in its sole discretion, deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject. (ii) The Optionee has had such opportunity as he has deemed adequate to obtain from representatives of the Company such information as is necessary to permit him to evaluate the merits and risks of his investment Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company. (iii) The Optionee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in acquiring the Shares and to make an informed investment decision with respect to such investment. (iv) The Optionee can afford the complete loss ’s acquisition of the value shares of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period. (v) The Optionee understands that, until the effectiveness of an initial public offering of the Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company, and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable, or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code: (A) pay to the Participant an amount equal to the excess of (I) the Shares aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have not been registered under the Securities Act and constitute “restricted securities” within the meaning of Rule 144 under the Securities Act; vested or issued, as applicable), over (II) the Shares cannot be soldaggregate Exercise Price or Strike Price (in the case of an Option or SAR, transferred respectively) or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; and (III) there is now no registration statement on file with the Securities and Exchange Commission with respect to the Shares and there is no commitment on the part of the Company to make any such filing. (vi) In addition, upon any exercise of the Stock Option, and amount payable as a condition of issuance of shares of Common Stock (in the case of any other Award), with such amount being delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof or (B) in the case of Restricted Stock, Restricted Stock Units, or Other Equity-Based Awards, provide the Participant with a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such Restricted Stock, Restricted Stock Units, or Other Equity-Based Awards, or the underlying shares in respect thereof, the Optionee will make or enter into such other written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement.

Government and Other Regulations. (ai) The obligation of the Company to settle Awards in Common Shares or other consideration shall not be issued pursuant subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the Stock Option unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Exchange Act, the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. No delay in issuance shall result in the expiration of the exercisability of all, or any portion of, the Stock Option. Except otherwise provided in this Agreementcontrary, the Company shall not be obligated under no obligation to file any registration statement under any applicable securities laws offer to permit the purchase sell or issuance of any Sharesto sell, and, accordinglyand shall be prohibited from offering to sell or selling, any certificates Common Shares or other securities pursuant to an Award unless such shares have been properly registered for Shares may have an appropriate legend sale pursuant to the Securities Act with the Securities and Exchange Commission or statement of applicable restrictions endorsed thereon. If unless the Company reasonably deems it necessary has received an opinion of counsel, satisfactory to ensure the Company, that the issuance of Shares such shares may be offered or sold without such registration pursuant to this Stock Option is not required to be registered under any applicable securities laws, the Optionee shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably determines necessary or appropriate to satisfy such requirements. (b) The exercise of the Stock Option shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority available exemption therefrom and the requirements terms and conditions of any securities exchange on which such Shares are traded. The Company may, in its reasonable discretion, defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares pending or to ensure compliance under federal or state securities laws or the rules or regulations of any exchange on which such Shares are then listed for tradingexemption have been fully complied with. The Company shall inform the Optionee in writing of its decision be under no obligation to defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares. During the period that the effectiveness of the exercise of the Stock Option has been deferred, the Optionee may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. No delay in exercise pursuant to this Section 10(b) shall result in the expiration of all, or any portion of, the Stock Option until at least 10 business days after exercise has been permitted. (c) As a condition to any exercise of the Stock Option, upon reasonable request by the Company, the Optionee will be required to represent, warrant and covenant as follows: (i) The Optionee is acquiring the Shares for his own account and not with a view to, or register for sale in connection with, any distribution of the shares of Common Stock in violation of the Securities Act or any rule or regulation under the Securities Act any of the Common Shares or other securities to be offered or sold under the Plan. The Committee shall have the authority to provide that all certificates for Common Shares or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in violation the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any applicable state securities lawgovernmental entity to whose jurisdiction the Award is subject. (ii) The Optionee has had such opportunity as he has deemed adequate Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets, the Company’s issuance of Common Shares or other securities to obtain the Participant, the Participant’s acquisition of Common Shares or other securities from representatives of the Company such information as is necessary and/or the Participant’s sale of Common Shares to permit him the public markets, illegal, impracticable or inadvisable. If the Committee determines to evaluate cancel all or any portion of an Award denominated in Common Shares in accordance with the merits and risks foregoing, the Company shall pay to the Participant an amount equal to the excess of his investment in (A) the Company. (iii) The Optionee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in acquiring the Shares and to make an informed investment decision with respect to such investment. (iv) The Optionee can afford the complete loss of the aggregate fair market value of the Common Shares and is able subject to bear such Award or portion thereof canceled (determined as of the economic risk of holding such Shares for an indefinite period. applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (vB) The Optionee understands that, until the effectiveness aggregate Exercise Price or Strike Price (in the case of an initial public offering of the Common Stock of the CompanyOption or SAR, (Irespectively) the Shares have not been registered under the Securities Act and constitute “restricted securities” within the meaning of Rule 144 under the Securities Act; (II) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; and (III) there is now no registration statement on file with the Securities and Exchange Commission with respect to the Shares and there is no commitment on the part of the Company to make any such filing. (vi) In addition, upon any exercise of the Stock Option, and amount payable as a condition of delivery of Common Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof, the Optionee will make or enter into such other written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement.

Government and Other Regulations. (ai) Shares The obligation of the Company to settle Awards in shares of Common Stock or other consideration shall not be issued pursuant subject to all Applicable Law. Notwithstanding any terms or conditions of any Award to the Stock Option unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Exchange Act, the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. No delay in issuance shall result in the expiration of the exercisability of all, or any portion of, the Stock Option. Except otherwise provided in this Agreementcontrary, the Company shall not be obligated under no obligation to file any registration statement under any applicable securities laws offer to permit the purchase sell or issuance of any Sharesto sell, and, accordinglyand shall be prohibited from offering to sell or selling, any certificates shares of Common Stock pursuant to an Award unless such shares have been properly registered for Shares may have an appropriate legend sale pursuant to the Securities Act with the Securities and Exchange Commission (or statement of applicable restrictions endorsed thereon. If as otherwise permitted under Applicable Law) or unless the Company reasonably deems it necessary has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to ensure the Company, that the issuance of Shares such shares may be offered or sold without such registration pursuant to this Stock Option is not required to be registered under any applicable securities laws, the Optionee shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably determines necessary or appropriate to satisfy such requirements. (b) The exercise of the Stock Option shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority available exemption therefrom and the requirements terms and conditions of any securities exchange on which such Shares are traded. The Company may, in its reasonable discretion, defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares pending or to ensure compliance under federal or state securities laws or the rules or regulations of any exchange on which such Shares are then listed for tradingexemption have been fully complied with. The Company shall inform the Optionee in writing of its decision be under no obligation to defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares. During the period that the effectiveness of the exercise of the Stock Option has been deferred, the Optionee may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. No delay in exercise pursuant to this Section 10(b) shall result in the expiration of all, or any portion of, the Stock Option until at least 10 business days after exercise has been permitted. (c) As a condition to any exercise of the Stock Option, upon reasonable request by the Company, the Optionee will be required to represent, warrant and covenant as follows: (i) The Optionee is acquiring the Shares for his own account and not with a view to, or register for sale in connection with, under the Securities Act any distribution of the shares of Common Stock in violation to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other securities of any member of the Securities Act or any rule or regulation Company Group issued under the Securities Act Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, and Applicable Law, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or in violation legends to be put on certificates representing shares of Common Stock or other securities of any applicable state member of the Company Group issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities lawof any member of the Company Group issued under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add, at any time, any additional terms or provisions to any Award granted under the Plan that the Committee, in its sole discretion, deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject. (ii) The Optionee has had such opportunity as he has deemed adequate to obtain from representatives of the Company such information as is necessary to permit him to evaluate the merits and risks of his investment Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company. (iii) The Optionee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in acquiring the Shares and to make an informed investment decision with respect to such investment. (iv) The Optionee can afford the complete loss ’s acquisition of the value shares of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period. (v) The Optionee understands that, until the effectiveness of an initial public offering of the Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company, and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable, or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code: (A) pay to the Participant an amount equal to the excess of (I) the Shares aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have not been registered under the Securities Act and constitute “restricted securities” within the meaning of Rule 144 under the Securities Act; vested or issued, as applicable), over (II) the Shares cannot be soldaggregate Exercise Price or Strike Price (in the case of an Option or SAR, transferred respectively) or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; and (III) there is now no registration statement on file with the Securities and Exchange Commission with respect to the Shares and there is no commitment on the part of the Company to make any such filing. (vi) In addition, upon any exercise of the Stock Option, and amount payable as a condition of issuance of shares of Common Stock (in the case of any other Award), with such amount being delivered to the Participant as soon as practicable following the cancellation of such Award (or portion thereof) or (B) in the case of Restricted Stock, Restricted Stock Units, or Other Equity-Based Awards, provide the Optionee will make Participant with a cash payment or enter into equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such other written representationsRestricted Stock, warranties and agreements as Restricted Stock Units, or Other Equity-Based Awards, or the Company may reasonably request underlying shares in order to comply with applicable securities laws or with this Agreementrespect thereof.

Government and Other Regulations. (ai) The obligation of the Company to settle Awards in Common Shares or other consideration shall not be issued pursuant subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the Stock Option unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Exchange Act, the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. No delay in issuance shall result in the expiration of the exercisability of all, or any portion of, the Stock Option. Except otherwise provided in this Agreementcontrary, the Company shall not be obligated under no obligation to file any registration statement under any applicable securities laws offer to permit the purchase sell or issuance of any Sharesto sell, and, accordinglyand shall be prohibited from offering to sell or selling, any certificates Common Shares or other securities pursuant to an Award unless such shares have been properly registered for Shares may have an appropriate legend sale pursuant to the Securities Act with the Securities and Exchange Commission or statement of applicable restrictions endorsed thereon. If unless the Company reasonably deems it necessary has received an opinion of counsel, satisfactory to ensure the Company, that the issuance of Shares such shares may be offered or sold without such registration pursuant to this Stock Option is not required to be registered under any applicable securities laws, the Optionee shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably determines necessary or appropriate to satisfy such requirements. (b) The exercise of the Stock Option shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority available exemption therefrom and the requirements terms and conditions of any securities exchange on which such Shares are traded. The Company may, in its reasonable discretion, defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares pending or to ensure compliance under federal or state securities laws or the rules or regulations of any exchange on which such Shares are then listed for tradingexemption have been fully complied with. The Company shall inform the Optionee in writing of its decision be under no obligation to defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares. During the period that the effectiveness of the exercise of the Stock Option has been deferred, the Optionee may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. No delay in exercise pursuant to this Section 10(b) shall result in the expiration of all, or any portion of, the Stock Option until at least 10 business days after exercise has been permitted. (c) As a condition to any exercise of the Stock Option, upon reasonable request by the Company, the Optionee will be required to represent, warrant and covenant as follows: (i) The Optionee is acquiring the Shares for his own account and not with a view to, or register for sale in connection with, any distribution of the shares of Common Stock in violation of the Securities Act or any rule or regulation under the Securities Act any of the Common Shares or other securities to be offered or sold under the Plan. The Committee shall have the authority to provide that all certificates for Common Shares or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in violation the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any applicable state securities lawgovernmental entity to whose jurisdiction the Award is subject. (ii) The Optionee has had such opportunity as he has deemed adequate Committee may cancel an Award or any portion thereof if the Committee determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets, the Company’s issuance of Common Shares or other securities to obtain the Participant, the Participant’s acquisition of Common Shares or other securities from representatives of the Company such information as is necessary and/or the Participant’s sale of Common Shares to permit him the public markets, illegal, impracticable or inadvisable. If the Committee determines to evaluate the merits and risks of his investment in the Company. (iii) The Optionee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in acquiring the Shares and to make an informed investment decision with respect to such investment. (iv) The Optionee can afford the complete loss of the value of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period. (v) The Optionee understands that, until the effectiveness cancel all or any portion of an initial public offering Award denominated in Common Shares in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the Common Stock Shares subject to such Award or portion thereof that is canceled (determined as of the Companyapplicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (IB) the Shares have not been registered under aggregate Exercise Price or Strike Price (in the Securities Act and constitute “restricted securities” within the meaning case of Rule 144 under the Securities Act; (IIan Option or SAR, respectively) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; and (III) there is now no registration statement on file with the Securities and Exchange Commission with respect to the Shares and there is no commitment on the part of the Company to make any such filing. (vi) In addition, upon any exercise of the Stock Option, and amount payable as a condition of delivery of Common Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof, the Optionee will make or enter into such other written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement.

Government and Other Regulations. (ai) Shares The obligation of the Company to settle Awards in Common Stock or other consideration shall not be issued pursuant subject to all Applicable Laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the Stock Option unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Exchange Act, the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. No delay in issuance shall result in the expiration of the exercisability of all, or any portion of, the Stock Option. Except otherwise provided in this Agreementcontrary, the Company shall not be obligated under no obligation to file any registration statement under any applicable securities laws offer to permit the purchase sell or issuance of any Sharesto sell, and, accordinglyand shall be prohibited from offering to sell or selling, any certificates Common Stock or other securities pursuant to an Award unless such shares have been properly registered for Shares may have an appropriate legend sale pursuant to the Securities Act with the Securities and Exchange Commission or statement of applicable restrictions endorsed thereon. If unless the Company reasonably deems it necessary has received an opinion of counsel, satisfactory to ensure the Company, that the issuance of Shares such shares may be offered or sold without such registration pursuant to this Stock Option is not required to be registered under any applicable securities laws, the Optionee shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably determines necessary or appropriate to satisfy such requirements. (b) The exercise of the Stock Option shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority available exemption therefrom and the requirements terms and conditions of any securities exchange on which such Shares are traded. The Company may, in its reasonable discretion, defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares pending or to ensure compliance under federal or state securities laws or the rules or regulations of any exchange on which such Shares are then listed for tradingexemption have been fully complied with. The Company shall inform the Optionee in writing of its decision be under no obligation to defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares. During the period that the effectiveness of the exercise of the Stock Option has been deferred, the Optionee may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. No delay in exercise pursuant to this Section 10(b) shall result in the expiration of all, or any portion of, the Stock Option until at least 10 business days after exercise has been permitted. (c) As a condition to any exercise of the Stock Option, upon reasonable request by the Company, the Optionee will be required to represent, warrant and covenant as follows: (i) The Optionee is acquiring the Shares for his own account and not with a view to, or register for sale in connection with, any distribution of the shares of Common Stock in violation of the Securities Act or any rule or regulation under the Securities Act any of the Common Stock or other securities to be offered or sold under the Plan. The Committee shall have the authority to provide that all certificates for Common Stock or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in violation the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any applicable state securities lawgovernmental entity to whose jurisdiction the Award is subject. (ii) The Optionee has had such opportunity as he has deemed adequate Committee may cancel an Award or any portion thereof if the Committee determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Common Stock from the public markets, the Company’s issuance of Common Stock or other securities to obtain the Participant, the Participant’s acquisition of Common Stock or other securities from representatives of the Company such information as is necessary and/or the Participant’s sale of Common Stock to permit him the public markets, illegal, impracticable or inadvisable. If the Committee determines to evaluate the merits and risks of his investment in the Company. (iii) The Optionee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in acquiring the Shares and to make an informed investment decision with respect to such investment. (iv) The Optionee can afford the complete loss of the value of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period. (v) The Optionee understands that, until the effectiveness cancel all or any portion of an initial public offering Award denominated in Common Stock in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the Common Stock subject to such Award or portion thereof that is canceled (determined as of the Companyapplicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (IB) the Shares have not been registered under aggregate Exercise Price or Strike Price (in the Securities Act and constitute “restricted securities” within the meaning case of Rule 144 under the Securities Act; (IIan Option or SAR, respectively) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; and (III) there is now no registration statement on file with the Securities and Exchange Commission with respect to the Shares and there is no commitment on the part of the Company to make any such filing. (vi) In addition, upon any exercise of the Stock Option, and amount payable as a condition of delivery of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof, the Optionee will make or enter into such other written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement.

Government and Other Regulations. (ai) Shares The obligation of the Company to settle Awards in shares of Common Stock or other consideration shall not be issued pursuant subject to all Applicable Law. Notwithstanding any terms or conditions of any Award to the Stock Option unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Exchange Act, the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. No delay in issuance shall result in the expiration of the exercisability of all, or any portion of, the Stock Option. Except otherwise provided in this Agreementcontrary, the Company shall not be obligated under no obligation to file any registration statement under any applicable securities laws offer to permit the purchase sell or issuance of any Sharesto sell, and, accordinglyand shall be prohibited from offering to sell or selling, any certificates shares of Common Stock pursuant to an Award unless such shares have been properly registered for Shares may have an appropriate legend sale pursuant to the Securities Act with the Securities and Exchange Commission or statement of applicable restrictions endorsed thereon. If unless the Company reasonably deems it necessary has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to ensure the Company, that the issuance of Shares such shares may be offered or sold without such registration pursuant to this Stock Option is not required to be registered under any applicable securities laws, the Optionee shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably determines necessary or appropriate to satisfy such requirements. (b) The exercise of the Stock Option shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority available exemption therefrom and the requirements terms and conditions of any securities exchange on which such Shares are traded. The Company may, in its reasonable discretion, defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares pending or to ensure compliance under federal or state securities laws or the rules or regulations of any exchange on which such Shares are then listed for tradingexemption have been fully complied with. The Company shall inform the Optionee in writing of its decision be under no obligation to defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares. During the period that the effectiveness of the exercise of the Stock Option has been deferred, the Optionee may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. No delay in exercise pursuant to this Section 10(b) shall result in the expiration of all, or any portion of, the Stock Option until at least 10 business days after exercise has been permitted. (c) As a condition to any exercise of the Stock Option, upon reasonable request by the Company, the Optionee will be required to represent, warrant and covenant as follows: (i) The Optionee is acquiring the Shares for his own account and not with a view to, or register for sale in connection with, under the Securities Act any distribution of the shares of Common Stock in violation to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other securities of any member of the Securities Act or any rule or regulation Company Group issued under the Securities Act Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, and Applicable Law, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or in violation legends to be put on certificates representing shares of Common Stock or other securities of any applicable state member of the Company Group issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities lawof any member of the Company Group issued under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add, at any time, any additional terms or provisions to any Award granted under the Plan that the Committee, in its sole discretion, deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject. (ii) The Optionee has had such opportunity as he has deemed adequate to obtain from representatives of the Company such information as is necessary to permit him to evaluate the merits and risks of his investment Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company. (iii) The Optionee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in acquiring the Shares and to make an informed investment decision with respect to such investment. (iv) The Optionee can afford the complete loss ’s acquisition of the value shares of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period. (v) The Optionee understands that, until the effectiveness of an initial public offering of the Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company, and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable, or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code: (A) pay to the Participant an amount equal to the excess of (I) the Shares aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have not been registered under the Securities Act and constitute “restricted securities” within the meaning of Rule 144 under the Securities Act; vested or issued, as applicable), over (II) the Shares cannot be soldaggregate Exercise Price or Strike Price (in the case of an Option or SAR, transferred respectively) or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; and (III) there is now no registration statement on file with the Securities and Exchange Commission with respect to the Shares and there is no commitment on the part of the Company to make any such filing. (vi) In addition, upon any exercise of the Stock Option, and amount payable as a condition of issuance of shares of Common Stock (in the case of any other Award), with such amount being delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof or (B) in the case of Restricted Stock, Restricted Stock Units, or Other Equity-Based Awards, provide the Participant with a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such Restricted Stock, Restricted Stock Units, or Other Equity-Based Awards, or the underlying shares in respect thereof, the Optionee will make or enter into such other written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement.

Government and Other Regulations. (ai) The obligation of the Company to settle Awards in Common Shares or other consideration shall not be issued pursuant subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the Stock Option unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Exchange Act, the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. No delay in issuance shall result in the expiration of the exercisability of all, or any portion of, the Stock Option. Except otherwise provided in this Agreementcontrary, the Company shall not be obligated under no obligation to file any registration statement under any applicable securities laws offer to permit the purchase sell or issuance of any Sharesto sell, and, accordinglyand shall be prohibited from offering to sell or selling, any certificates Common Shares or other securities pursuant to an Award unless such shares have been properly registered for Shares may have an appropriate legend sale pursuant to the Securities Act with the Securities and Exchange Commission or statement of applicable restrictions endorsed thereon. If unless the Company reasonably deems it necessary has received an opinion of counsel, satisfactory to ensure the Company, that the issuance of Shares such shares may be offered or sold without such registration pursuant to this Stock Option is not required to be registered under any applicable securities laws, the Optionee shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company reasonably determines necessary or appropriate to satisfy such requirements. (b) The exercise of the Stock Option shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority available exemption therefrom and the requirements terms and conditions of any securities exchange on which such Shares are traded. The Company may, in its reasonable discretion, defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares pending or to ensure compliance under federal or state securities laws or the rules or regulations of any exchange on which such Shares are then listed for tradingexemption have been fully complied with. The Company shall inform the Optionee in writing of its decision be under no obligation to defer the effectiveness of the exercise of the Stock Option or the issuance or transfer of Shares. During the period that the effectiveness of the exercise of the Stock Option has been deferred, the Optionee may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. No delay in exercise pursuant to this Section 10(b) shall result in the expiration of all, or any portion of, the Stock Option until at least 10 business days after exercise has been permitted. (c) As a condition to any exercise of the Stock Option, upon reasonable request by the Company, the Optionee will be required to represent, warrant and covenant as follows: (i) The Optionee is acquiring the Shares for his own account and not with a view to, or register for sale in connection with, any distribution of the shares of Common Stock in violation of the Securities Act or any rule or regulation under the Securities Act any of the Common Shares or other securities to be offered or sold under the Plan. The Committee shall have the authority to provide that all certificates for Common Shares or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in violation the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any applicable state securities lawgovernmental entity to whose jurisdiction the Award is subject. (ii) The Optionee has had such opportunity as he has deemed adequate Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets, the Company’s issuance of Common Shares or other securities to obtain the Participant, the Participant’s acquisition of Common Shares or other securities from representatives of the Company such information as is necessary and/or the Participant’s sale of Common Shares to permit him the public markets, illegal, impracticable or inadvisable. If the Committee determines to evaluate cancel all or any portion of an Award denominated in Common Shares in accordance with the merits and risks foregoing, the Company shall pay to the Participant an amount equal to the excess of his investment in (A) the Company. (iii) The Optionee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in acquiring the Shares and to make an informed investment decision with respect to such investment. (iv) The Optionee can afford the complete loss of the aggregate fair market value of the Common Shares and is able subject to bear such Award or portion thereof canceled (determined as of the economic risk of holding such Shares for an indefinite period. applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (vB) The Optionee understands that, until the effectiveness aggregate Exercise Price or Strike Price (in the case of an initial public offering of the Common Stock of the CompanyOption or SAR, (Irespectively) the Shares have not been registered under the Securities Act and constitute “restricted securities” within the meaning of Rule 144 under the Securities Act; (II) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; and (III) there is now no registration statement on file with the Securities and Exchange Commission with respect to the Shares and there is no commitment on the part of the Company to make any such filing. (vi) In addition, upon any exercise of the Stock Option, and amount payable as a condition of delivery of Common Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof, the Optionee will make or enter into such other written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement.