Common use of Mandatory Cashless Exercise Clause in Contracts

Mandatory Cashless Exercise. By accepting the Option, the Employee acknowledges and agrees that the Company or the Committee, in its sole discretion, has the right to require any exercise of the Option to be via a specified cashless exercise method only. Furthermore, the Company or the Committee, in its sole discretion, also has the right to determine that one of the following sales mechanisms will be pursued: (1) immediate sale of all the Shares issued upon the exercise of the Option ("Immediate Sale"); or (2) granting the Employee the right to hold Shares issued upon the exercise of the Option for a period of time and then sell the Shares on a future day at his own discretion ("Normal Sale"). In the event of a Termination of Service, the Company or the Committee shall also have the sole discretion to determine whether an Immediate Sale will occur. In any event, any Shares held shall be sold within 6 months of a Termination of Service or before the expiration of the Plan (whichever is earlier). Shares will be transferred to a brokerage firm designated by the Company (the "Brokerage Firm"). The Brokerage Firm, on the Employee’s behalf, may, upon the Employee’s delivery of a properly executed written notice of exercise together with irrevocable instructions to the Brokerage Firm, thereafter immediately sell the Shares at the prevailing market price pursuant to any process for the sale set forth by the Company, and deliver the proceeds, less the Exercise Price, Tax-Related Items and any broker fees, to the Company or its designee, which would then remit the net proceeds to the Employee through the Company’s or Affiliate’s special-purpose foreign exchange bank account in China. As a result of an Immediate Sale as set forth in this Appendix B, no Shares would be delivered to the Employee, and the Employee would not have any resulting rights as a shareholder of the Company. If an Employee is permitted to hold Shares under the Normal Sale scenario, Employee agrees that Shares may not be moved to any account or brokerage firm not designated by the Company and may not be moved out of any permitted account other than upon the sale of such Shares.

Mandatory Cashless Exercise. By accepting the Option, the Employee acknowledges and agrees that the Company or the Committee, in its sole discretion, has the right to require any exercise of the Option to be via a specified cashless exercise method only. Furthermore, the Company or the Committee, in its sole discretion, also has the right to determine that one of the following sales mechanisms will be pursued: (1) immediate sale of all the Shares issued upon the exercise of the Option ("Immediate Sale"); or (2) granting the Employee the right to hold Shares issued upon the exercise of the Option for a period of time and then sell the Shares on a future day at his own discretion ("Normal Sale"). In the event of a Termination of Service, the Company or the Committee shall also have the sole discretion to determine whether an Immediate Sale will occur. In any event, any Shares held shall be sold within 6 months of a Termination of Service or before the expiration of the Plan (whichever is earlier). Shares will be transferred to a brokerage firm designated by the Company (the "Brokerage Firm"). The Brokerage Firm, on the Employee’s behalf, may, upon the Employee’s delivery of a properly executed written notice of exercise together with irrevocable instructions to the Brokerage Firm, thereafter immediately sell the Shares at the prevailing market price pursuant to any process for the sale set forth by the Company, and deliver the proceeds, less the Exercise Price, Tax-Related Items and any broker fees, to the Company or its designee, which would then remit the net proceeds to the Employee through the Company’s or Affiliate’s special-purpose foreign exchange bank account in China. As a result of an Immediate Sale as set forth in this Appendix B, no Shares would be delivered to the Employee, and the Employee would not have any resulting rights as a shareholder of the Company. If an Employee is permitted to hold Shares under the Normal Sale scenario, Employee agrees that Shares may not be moved to any account or brokerage firm not designated by the Company and may not be moved out of any permitted account other than upon the sale of such Shares.

Mandatory Cashless Exercise. By accepting After the Optionthree-year anniversary of the Issuance Date, notwithstanding any provisions of this Section 1 or otherwise in this Warrant, this Warrant shall automatically be deemed exercised by the Holder (without further act or deed of the Holder or the Company) on a cashless basis pursuant to this Section 1(d) at 5:00 p.m. (New York City time) on any trading day (the “Mandatory Exercise Date”) on which the twenty-day VWAP of the Common Stock equals or exceeds a price per share equal to or greater than 125% of the Exercise Price of this Warrant. The Company shall cause notice of the mandatory exercise of this Warrant (the “Mandatory Exercise Notice”) to be mailed to the Holder, at such Holder’s address, within five (5) days of the Mandatory Exercise Date. Unless otherwise provided in the applicable Mandatory Exercise Notice, if the shares to be issued upon the mandatory exercise of this Warrant are to be issued in certificated form, not later than ten (10) Business Days after the Mandatory Exercise Date, the Employee acknowledges Company will deliver to the Holder a certificate or certificates containing the restrictive legends and agrees trading restrictions required by law, if any, representing the number of shares being acquired upon the mandatory exercise of this Warrant, calculated pursuant to Section 1(e) below; provided, however that the Company shall not be obligated to issue certificates evidencing the equity securities issuable upon exercise of this Warrant, until this Warrant is either delivered to the Company or the Committee, in its sole discretion, has the right to require any exercise of the Option to be via a specified cashless exercise method only. Furthermore, Holder notifies the Company that this Warrant has been lost, stolen or the Committee, in its sole discretion, also has the right to determine that one of the following sales mechanisms will be pursued: (1) immediate sale of all the Shares issued upon the exercise of the Option ("Immediate Sale"); destroyed and provides a lost instrument indemnity or (2) granting the Employee the right to hold Shares issued upon the exercise of the Option for a period of time and then sell the Shares on a future day at his own discretion ("Normal Sale"). In the event of a Termination of Service, the Company or the Committee shall also have the sole discretion to determine whether an Immediate Sale will occur. In any event, any Shares held shall be sold within 6 months of a Termination of Service or before the expiration of the Plan (whichever is earlier). Shares will be transferred to a brokerage firm designated by the Company (the "Brokerage Firm"). The Brokerage Firm, on the Employee’s behalf, may, upon the Employee’s delivery of a properly executed written notice of exercise together with irrevocable instructions to the Brokerage Firm, thereafter immediately sell the Shares at the prevailing market price pursuant to any process for the sale set forth by the Company, and deliver the proceeds, less the Exercise Price, Tax-Related Items and any broker fees, bond to the Company or its designeeto indemnify the Company from any loss incurred by it in connection therewith. The Holder and any assignee, which would then remit by acceptance of this Warrant, acknowledge and agree that, by reason of the net proceeds to the Employee through the Company’s or Affiliate’s special-purpose foreign exchange bank account in China. As a result provisions of an Immediate Sale this paragraph, following Mandatory Exercise Date, except as set forth provided in this Appendix Bparagraph, this Warrant will no longer be exercisable for the purchase of Warrant Shares. If Warrant Shares would be delivered are issued pursuant to this Section 1(d), the Employeeparties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the Employee would not have any resulting rights as a shareholder holding period of the CompanyWarrants being exercised may be tacked on to the holding period of the Warrant Shares. If an Employee is permitted The Company agrees not to hold Shares under the Normal Sale scenario, Employee agrees that Shares may not be moved take any position contrary to any account or brokerage firm not designated by the Company and may not be moved out of any permitted account other than upon the sale of such Sharesthis Section 1(d).

Mandatory Cashless Exercise. By accepting Notwithstanding any provisions of this Section 1 or otherwise in this Warrant, this Warrant shall automatically be deemed exercised by the OptionHolder (without further act or deed of the Holder or the Company) on a cashless basis pursuant to this Section 1(d) at 5:00 p.m. (New York City time) on any trading day (the “Mandatory Exercise Date”) after June 15, 2027 on which the Closing Price of the Common Stock for a period of five (5) consecutive Trading Days equals or exceeds an amount equal to 125% of the Exercise Price of this Warrant. The Company shall cause notice of the mandatory exercise of this Warrant (the “Mandatory Exercise Notice”) to be mailed to the Holder, at such Holder’s address, within five (5) Business Days of the Mandatory Exercise Date. Unless otherwise provided in the applicable Mandatory Exercise Notice, if the shares to be issued upon the mandatory exercise of this Warrant are to be issued in certificated form, not later than ten (10) Business Days after the Mandatory Exercise Date, the Employee acknowledges Company will deliver to the Holder a certificate or certificates containing the restrictive legends and agrees trading restrictions required by law, if any, representing the number of shares being acquired upon the mandatory exercise of this Warrant, calculated pursuant to Section 1(e) below; provided, however that the Company shall not be obligated to issue certificates evidencing the equity securities issuable upon exercise of this Warrant, until this Warrant is either delivered to the Company or the Committee, in its sole discretion, has the right to require any exercise of the Option to be via a specified cashless exercise method only. Furthermore, Holder notifies the Company that this Warrant has been lost, stolen or the Committee, in its sole discretion, also has the right to determine that one of the following sales mechanisms will be pursued: (1) immediate sale of all the Shares issued upon the exercise of the Option ("Immediate Sale"); destroyed and provides a lost instrument indemnity or (2) granting the Employee the right to hold Shares issued upon the exercise of the Option for a period of time and then sell the Shares on a future day at his own discretion ("Normal Sale"). In the event of a Termination of Service, the Company or the Committee shall also have the sole discretion to determine whether an Immediate Sale will occur. In any event, any Shares held shall be sold within 6 months of a Termination of Service or before the expiration of the Plan (whichever is earlier). Shares will be transferred to a brokerage firm designated by the Company (the "Brokerage Firm"). The Brokerage Firm, on the Employee’s behalf, may, upon the Employee’s delivery of a properly executed written notice of exercise together with irrevocable instructions to the Brokerage Firm, thereafter immediately sell the Shares at the prevailing market price pursuant to any process for the sale set forth by the Company, and deliver the proceeds, less the Exercise Price, Tax-Related Items and any broker fees, bond to the Company or its designeeto indemnify the Company from any loss incurred by it in connection therewith. The Holder and any assignee, which would then remit by acceptance of this Warrant, acknowledge and agree that, by reason of the net proceeds to the Employee through the Company’s or Affiliate’s special-purpose foreign exchange bank account in China. As a result provisions of an Immediate Sale this paragraph, following Mandatory Exercise Date, except as set forth provided in this Appendix Bparagraph, this Warrant will no longer be exercisable for the purchase of Warrant Shares. If Warrant Shares would be delivered are issued pursuant to this Section 1(d), the Employeeparties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the Employee would not have any resulting rights as a shareholder holding period of the CompanyWarrants being exercised may be tacked on to the holding period of the Warrant Shares. If an Employee is permitted The Company agrees not to hold Shares under the Normal Sale scenario, Employee agrees that Shares may not be moved take any position contrary to any account or brokerage firm not designated by the Company and may not be moved out of any permitted account other than upon the sale of such Sharesthis Section 1(d).