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

Section 83(b) Election. Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

Section 83(b) Election. Purchaser The Participant understands that Section 83(a) 83 of the Code, taxes Code may tax as ordinary compensation income the difference between the amount paid for the Stock Restricted Shares, if any, and the fair market value of the Stock Restricted Shares as of the date any restrictions on the Stock lapseRestricted Shares lapse in the absence of an election under Section 83(b) of the Code. In this context, "“restriction" includes ” means the right forfeitability of the Company to buy back the Stock Restricted Shares pursuant to the Repurchase Option set forth in terms of this Agreement. In the event the Common Shares are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “restriction” with respect to the officers, directors, and 10% stockholders may also mean the six-month period after the acquisition of the Restricted Shares during which sales of certain securities by such officers, directors, and ten percent (10%) stockholders would give rise to liability under Section 2(a16(b) aboveof the Exchange Act. Purchaser The Participant understands that Purchaser he may elect to be taxed at the time the Stock is purchased, Participant receives the Restricted Shares and while the Restricted Shares are subjected to restrictions rather than waiting to be taxed on the Restricted Shares when and as the Repurchase Option expires, restrictions lapse. The Participant realizes that he may choose this tax treatment by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in hereof and by filing a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed election with his or her federal income tax return for the calendar tax year in which the date of this Agreement fallsRestricted Shares were subjected to the restrictions. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(bTHE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(B) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filingOF THE CODE. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be completeA COPY OF SUCH ELECTION MUST BE FILED WITH THE COMPANY. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(bTHE PARTICIPANT ACKNOWLEDGES THAT HE SHALL CONSULT HIS OWN TAX ADVISERS REGARDING THE ADVISABILITY OR NON-ADVISABILITY OF MAKING THE ELECTION UNDER SECTION 83(B) Election and paying all taxes resulting from such election or the lapse of the restrictions on the StockOF THE CODE AND ACKNOWLEDGES THAT HE SHALL NOT RELY ON THE COMPANY OR ITS ADVISERS FOR SUCH ADVICE.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Code, Code taxes as ordinary income the difference between the amount paid for the Common Stock and the fair market value of the Common Stock as of the date any restrictions on the Common Stock lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Common Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from of the date the Stock is purchasedof purchase. Even if the fair market value of the Common Stock at the time of the execution of this Agreement equals the amount paid for the Common Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock hereunder hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Common Stock.

Section 83(b) Election. Purchaser The Executive understands that under Section 83(a) 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount purchase price, if any, paid for the Stock Restricted Shares and the their fair market value of the Stock as of on the date any forfeiture restrictions on the Stock lapseapplicable to such Restricted Shares lapse will be reportable as ordinary income at that time. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser The Executive understands that Purchaser the Executive may elect to be taxed at the time the Stock is purchasedRestricted Shares are acquired hereunder to the extent the fair market value of the Restricted Shares differs from the purchase price, if any, rather than when and as the Repurchase Option expiressuch Restricted Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in within 30 days after the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchasedGxxx Date. Even if If the fair market value of the Stock Restricted Shares at the time of the execution of this Agreement Grant Date equals the amount purchase price paid for the Stock(and thus no tax is payable), the 83(b) Election must election should be made to avoid income under Section 83(a) of the Code adverse tax consequences in the future. Purchaser Executive understands that failure to file such an make this filing within the 30-day period will result in the recognition of ordinary income by Executive as the forfeiture restrictions lapse. THE EXECUTIVE ACKNOWLEDGES THAT IT IS THE EXECUTIVE’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) Election in a timely manner may result in adverse tax consequences for PurchaserOF THE CODE, EVEN IF THE EXECUTIVE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE EXECUTIVE’S BEHALF. Purchaser further understands that an additional copy of such THE EXECUTIVE IS RELYING SOLELY ON THE EXECUTIVE’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE A SECTION 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the StockELECTION.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Code, Code normally taxes as ordinary income the difference between the amount paid for the Purchased Stock and the fair market value of the Purchased Stock as of the date any restrictions on the Purchased Stock lapse. In this context, "“restriction" ” includes the right of the Company to buy back repurchase the Purchased Stock pursuant to the Repurchase Option set forth in Section 2(a) aboveOption. Purchaser further understands that Purchaser may elect to be taxed at the time the Purchased Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "“83(b) Election"”) with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the futurePurchase Date. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in significant adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of any such 83(b) Election is required to be filed with his or her Purchaser’s federal income tax return for the calendar year in which the date of this Agreement Purchase Date falls. Purchaser further acknowledges and understands that it is solely Purchaser's ’s sole obligation and responsibility to timely file such an 83(b) Election, and neither the Company nor the Company's ’s legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Purchase Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death. Purchaser assumes all responsibility for filing an the 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the StockRepurchase Option.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her Purchaser’s federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and Shares hereunder, does not purport to be complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death, and Purchaser has consulted, and has been fully advised by, Purchaser’s own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser assumes all responsibility for filing further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to the Purchaser with respect to the tax consequences of the Purchaser’s purchase of the Shares or of the making or failure to make an 83(b) Election. Purchaser has decided to make an 83(b) Election and paying all taxes resulting from such election or is submitting to the lapse Company an executed form entitled “Election Under Section 83(b) of the restrictions on the StockInternal Revenue Code of 1986,” attached hereto as Exhibit B. THE PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF THE PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON THE PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser Recipient understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares, if any, and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option Reacquisition Right set forth in Section 2(a3(a) aboveof this Agreement. Purchaser Recipient understands that Purchaser Recipient may elect to be taxed at the time the Stock is purchasedShares are initially issued, rather than when and as the Repurchase Option Reacquisition Right expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof acquisition. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser Recipient understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for PurchaserRecipient. Purchaser Recipient further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Recipient acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase acquisition of the Stock hereunder Shares hereunder, and does not purport to be complete. Purchaser Recipient further acknowledges that the Company has directed Purchaser Recipient to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser Recipient may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing Recipient’s death and the decision as to whether or not to file an 83(b) Election and paying all taxes resulting from such election or in connection with the lapse acquisition of the restrictions on Shares. Recipient agrees that he will execute and deliver to the StockCompany with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”), attached hereto as Exhibit B. Recipient further agrees that Recipient will execute and submit with the Acknowledgment a copy of the 83(b) Election, attached hereto as Exhibit C, if Recipient has indicated in the Acknowledgment his decision to make such an election.

Section 83(b) Election. Purchaser Participant understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference between the amount paid for the Stock Shares and the fair market value Fair Market Value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a5(a) aboveof this Agreement. Purchaser Participant understands that Purchaser Participant may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchasedof purchase. Even if the fair market value Fair Market Value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) of the Code in the future. Purchaser Participant understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for PurchaserParticipant. Purchaser Participant further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder Shares hereunder, and does not purport to be complete. Purchaser Participant further acknowledges that the Company has directed Purchaser Participant to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser Participant may reside, and the tax consequences of Purchaser's Participant’s death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her Purchaser's federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and Shares hereunder, does not purport to be complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death, and Purchaser has consulted, and has been fully advised by, Purchaser's own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser assumes all responsibility for filing further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser's purchase of the Shares or of the making or failure to make an 83(b) Election Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER'S BEHALF. Purchaser agrees that Purchaser will execute and paying all taxes resulting from such election or deliver to the lapse Company with this executed Agreement a copy of the restrictions on Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the Stock.“Acknowledgment”), attached hereto as Exhibit B and, if Purchaser decides to make an 83(b) Election, a copy of the 83(b) Election, attached hereto as Exhibit C.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) 2 above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser further acknowledges and understands that it is solely Purchaser's ’s sole obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's ’s legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her Purchaser’s federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and Shares hereunder, does not purport to be complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death, and Purchaser has consulted, and has been fully advised by, Purchaser’s own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser assumes all responsibility for filing further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser’s purchase of the Shares or of the making or failure to make an 83(b) Election Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER’S BEHALF. Purchaser agrees that Purchaser will execute and paying all taxes resulting from such election or deliver to the lapse Company with this executed Agreement a copy of the restrictions on Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the Stock.“Acknowledgment”), attached hereto as Exhibit B and, if Purchaser decides to make an 83(b) Election, a copy of the 83(b) Election, attached hereto as Exhibit C.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Code, Code taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "“83(b) Election") with the Internal Revenue Service ”), in substantially the form attached hereto as Exhibit C C, with the Internal Revenue Service within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser acknowledges and agrees that it is solely Purchaser’s responsibility to timely file an 83(b) Election, if Purchaser chooses to do so, that the Company has no responsibility or obligation of any kind to assist with such filing, and that Purchaser will have no claim of any kind against the Company or counsel to the Company if Purchaser fails to timely file such 83(b) Election. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her Purchaser’s federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary summary’ of the effect of United States federal income taxation with respect to purchase of the Stock Shares hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Code, Code taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "‘‘restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "“83(b) Election") with the Internal Revenue Service ”), in substantially the form attached hereto as Exhibit C C, with the Internal Revenue Service within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser acknowledges and agrees that it is solely Purchaser’s responsibility to timely file an 83(b) Election, if Purchaser chooses to do so, that the Company has no responsibility or obligation of any kind to assist with such filing, and that Purchaser will have no claim of any kind against the Company or counsel to the Company if Purchaser fails to timely file such 83(b) Election. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her Purchaser’s federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary ‘of the effect of United States federal income taxation with respect to purchase of the Stock Shares hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

Section 83(b) Election. Purchaser The Grantee understands that Section 83(a) 83 of the Code, taxes Code may tax as ordinary compensation income the difference between the amount paid for the Stock shares of Restricted Stock, if any, and the fair market value of the shares of Restricted Stock as of the date any restrictions on the shares of Restricted Stock lapselapse in the absence of an election under Section 83(b) of the Code. In this context, "“restriction" includes ” means the right forfeitability of the Company to buy back the shares of Restricted Stock pursuant to the Repurchase Option set forth in terms of this Agreement. To the extent that the Company has registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “restriction” with respect to officers, directors, and ten percent (10%) shareholders may also mean the six-month period after the acquisition of the shares of Restricted Stock during which sales of certain securities by such officers, directors, and ten percent (10%) shareholders would give rise to liability under Section 2(a16(b) aboveof the Exchange Act. Purchaser The Grantee understands that Purchaser he or she may elect to be taxed at the time he or she receives the shares of Restricted Stock is purchased, and while the shares of Restricted Stock are subject to restrictions rather than waiting to be taxed on the shares of Restricted Stock when and as the Repurchase Option expires, restrictions lapse. The Grantee realizes that he or she may choose this tax treatment by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from after the date the Stock is purchased. Even if the fair market value Grant Date and by filing a copy of the Stock at the time of the execution of this Agreement equals the amount paid such election with his or her tax return for the Stock, tax year in which the 83(b) Election must be made Restricted Shares were subjected to avoid income under Section 83(a) of the Code in the futurerestrictions. Purchaser The Grantee understands that failure to file such an 83(b) Election make this filing in a timely manner may result in adverse tax consequences for Purchaserthe recognition of compensation by the Grantee, as the restrictions lapse, on any difference between the purchase price, if any, and the fair market value of the shares of Restricted Stock at the time such restrictions lapse. Purchaser further understands The Grantee acknowledges that an additional copy of such it is the Grantee’s sole responsibility and not the Company’s to timely file the election under Section 83(b) Election is required to be filed with of the Code. The Grantee acknowledges that he or she shall consult his or her federal income own tax return for advisers regarding the calendar year in which advisability or non-advisability of making the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such election under Section 83(b) Election, of the Code and neither acknowledges that he or she shall not rely on the Company nor or its advisers for such advice. If the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that Grantee makes the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions election under Section 83(b) of the Code, then the income Company shall not be liable or responsible in any way for any tax laws (including withholding tax) consequences relating to the shares of any municipality, state or foreign country in which Purchaser may resideRestricted Stock, and the Grantee agrees to undertake to determine, and be responsible for, any and all tax consequences (including any withholding tax) consequence to himself or herself with respect to the shares of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Restricted Stock.

Section 83(b) Election. Purchaser Recipient understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock Recipient may make an election pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (by filing an "83(b) Election") election with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from after the date Recipient acquired the Stock is purchased. Even if Restricted Stock) to include in Recipient’s gross income the fair market value (as of the Stock date of acquisition) of the Restricted Stock. Recipient may make such an election under Section 83(b), or comparable provisions of any state tax law, only if, prior to making any such election, Recipient (a) notifies Eclipsys of Recipient’s intention to make such election, by delivering to Eclipsys a copy of the fully-executed Section 83(b) Election Form attached hereto as Exhibit A, and (b) pays to Eclipsys an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld or paid over to such authority for Recipient’s account, or otherwise makes arrangements satisfactory to Eclipsys for the payment of such amounts through withholding or otherwise. Recipient understands that if Recipient has not made a proper and timely Section 83(b) election, at the time the forfeiture restrictions applicable to the Restricted Stock lapse, Section 83 will generally provide that Recipient will recognize ordinary income and be taxed in an amount equal to the fair market value (as of the execution date the forfeiture restrictions lapse) of this Agreement equals the amount Restricted Stock less the Acquisition Consideration paid for the Restricted Stock. For this purpose, the 83(b) Election must be made term “forfeiture restrictions” includes the right of Eclipsys to avoid income under cancel the Restricted Stock pursuant to Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date 3 of this Agreement fallsAgreement. Purchaser Recipient acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) ElectionRecipient’s sole responsibility, and neither not the Company nor the Company's legal responsibility of Eclipsys or financial any of its Affiliates, to file a timely election under Section 83(b), even if Recipient requests Eclipsys or its representative to make this filing on Recipient’s behalf. Recipient is relying solely on Recipient’s advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only decision as to whether or not to file a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an Section 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stockelection.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference between the amount paid for the Stock Shares and the fair market value Fair Market Value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value Fair Market Value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser Xxxxxxxxx further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death. Purchaser assumes all responsibility for filing an agrees that he or she will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Attachment B. Purchaser further agrees that he or she will execute and paying all taxes resulting from such election or submit with the lapse Acknowledgment a copy of the restrictions on 83(b) Election attached hereto as Attachment C (for tax purposes in connection with the Stockearly exercise of an option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an election.

Section 83(b) Election. Purchaser Grantee understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Restricted Stock and the fair market value of the Restricted Stock as of the date any restrictions on the Restricted Stock lapse. In this context, "“restriction" includes ” means the right of the Company to buy back or forfeit the Restricted Stock pursuant to the Repurchase Option set forth in Section 2(a) above2 of this Agreement. Purchaser Grantee understands that Purchaser Grantee may elect to be taxed at the time the Restricted Stock is purchasedacquired, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof acquisition. Even if the fair market value of the Restricted Stock at the time of the execution of this Agreement equals the amount paid for the Restricted Stock, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser Grantee understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for PurchaserGrantee. Purchaser Grantee further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Grantee acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Restricted Stock hereunder hereunder, and does not purport to be complete. Purchaser Grantee further acknowledges that the Company has directed Purchaser Grantee to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser Grantee may reside, and the tax consequences of Purchaser's Grantee’s death. Purchaser assumes all responsibility for filing an Grantee agrees that he will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”), attached hereto as Exhibit C. Grantee further agrees that Grantee will execute and paying all taxes resulting from such election or submit with the lapse Acknowledgment a copy of the restrictions on 83(b) Election, attached hereto as Exhibit D, if Grantee has indicated in the StockAcknowledgment his or her decision to make such an election. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY ANY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF.

Section 83(b) Election. Purchaser Shareholder understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser Shareholder understands that Purchaser Shareholder may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser Shareholder understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for PurchaserShareholder. Purchaser Shareholder further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Shareholder acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder Shares hereunder, and does not purport to be complete. Purchaser Shareholder further acknowledges that the Company has directed Purchaser Shareholder to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser Shareholder may reside, and the tax consequences of Purchaser's Shareholder’s death. Purchaser assumes all responsibility for filing an Shareholder agrees that he will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”), attached hereto as Exhibit B. Shareholder further agrees that Shareholder will execute and paying all taxes resulting from such election or submit with the lapse Acknowledgment a copy of the restrictions on 83(b) Election, attached hereto as Exhibit C, if Shareholder has indicated in the StockAcknowledgment his or her decision to make such an election.

Section 83(b) Election. Purchaser Grantee understands that under Section 83(a83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b) of the Code, taxes as Grantee will recognize ordinary compensation income on the difference between date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount paid for the Stock and equal to the fair market value of the Stock Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Stock lapseRestricted Shares). In order to make this contextelection, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing Grantee must file an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) no later than 30 days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which after the date of this Agreement fallsgrant of the Restricted Shares. Purchaser Xxxxxxx also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Xxxxxxx acknowledges and understands that it is solely Purchaser's obligation Xxxxxxx’s sole responsibility, and responsibility not the Company’s, to file a timely file such election under Section 83(b) Election, and neither the Company nor the Company's legal if he or financial she chooses to do so. Grantee is relying solely on Xxxxxxx’s advisors shall have any obligation or responsibility with respect to such filingthe decision as to whether or not to file a Section 83(b) election. Purchaser acknowledges that Xxxxxxx also agrees to provide the foregoing is only Company with a summary copy of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an Section 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stockif one is filed.

Section 83(b) Election. Purchaser understands that Under Code Section 83(a) 83, the excess of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the amount paid for such shares will be reportable as ordinary income on the Stock lapselapse date. In For this contextpurpose, "restriction" the term “forfeiture restrictions” includes the right of the Company Corporation to buy back repurchase the Stock Purchased Shares pursuant to the Repurchase Option set forth in Section 2(a) aboveRight. Purchaser understands that Purchaser Participant may elect under Code Section 83(b) to be taxed at the time the Stock is purchasedPurchased Shares are acquired, rather than when and as the Repurchase Option expires, by filing an such Purchased Shares cease to be subject to such forfeiture restrictions. Such election under Section 83(b) of the Code (an "83(b) Election") must be filed with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from after the date the Stock is purchasedof this Agreement. Even if the fair market value of the Stock at Purchased Shares on the time of the execution date of this Agreement equals the amount paid for the Stock(and thus no tax is payable), the 83(b) Election election must be made to avoid income under Section 83(a) of the Code adverse tax consequences in the future. Purchaser understands that failure to file such an THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II HERETO. PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE CORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election), and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the StockEVEN IF PARTICIPANT REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her Purchaser’s federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and Shares hereunder, does not purport to be complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death, and Purchaser has consulted, and has been fully advised by, Purchaser’s own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser assumes all responsibility for filing further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser’s purchase of the Shares or of the making or failure to make an 83(b) Election Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER’S BEHALF. Purchaser agrees that Purchaser will execute and paying all taxes resulting from such election or deliver to the lapse Company with this executed Agreement a copy of the restrictions on Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the Stock“Acknowledgment”), attached hereto as Exhibit B and, if Purchaser decides to make an 83(b) Election, a copy of the 83(b) Election.

Section 83(b) Election. Purchaser understands that under Section 83(a) 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount Purchase Price paid for the Stock Corporation Shares and the their fair market value of the Stock as of on the date any forfeiture restrictions on applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, the Stock lapse. In this context, "restriction" term “forfeiture restrictions” includes Xxxxxx’x right to repurchase the right of the Company to buy back the Stock Corporation Shares pursuant to the his Repurchase Option set forth in Section 2(a) aboveRight under Article V of this Agreement. Purchaser understands that Purchaser he may elect to be taxed at the time the Stock is purchased, Corporation Shares are acquired hereunder to the extent the fair market value of the Corporation Shares differs from the Purchase Price rather than when and as the Repurchase Option expiressuch Corporation Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C I.R.S. within thirty (30) days from after the date the Stock is purchasedof purchase hereunder. Even if If the fair market value of the Stock Corporation Shares at the time date of the execution of this Agreement purchase equals the amount Purchase Price paid for the Stock(and thus no tax is payable), the 83(b) Election election must be made to avoid income under Section 83(a) of the Code adverse tax consequences in the future. The form for making this election is attached as Exhibit B hereto. Purchaser understands that failure to file such an 83(bmake this filing within the thirty (30) Election in a timely manner may day period will result in adverse tax consequences for Purchaser. the recognition of ordinary income by the Purchaser further understands that an additional copy (in the event the fair market value of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which Corporation Shares increases after the date of this Agreement fallspurchase) as the forfeiture restrictions lapse. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY, AND NOT XXXXXX’X, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS XXXXXX OR HIS REPRESENTATIVES TO MAKE THIS FILING ON HIS/HER BEHALF. PURCHASER IS RELYING SOLELY ON HIS OR HER ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the StockELECTION.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Code, Code taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back repurchase the Stock Shares pursuant to the Termination Share Repurchase Option set forth in Section 2(a3(b)(i) aboveand in the event of an involuntary transfer as set forth in Section 3(d)(i). Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expiresrepurchase right lapses pursuant to Sections 3(b)(i) and 3(d)(i), by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death. Purchaser assumes all responsibility for filing an agrees that he will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”), attached hereto as Exhibit B. Purchaser further agrees that Purchaser will execute and paying all taxes resulting from such election or submit with the lapse Acknowledgment a copy of the restrictions on 83(b) Election, attached hereto as Exhibit C, if Purchaser has indicated in the StockAcknowledgment his decision to make such an election.

Section 83(b) Election. Purchaser Executive understands that he (and not the Company) shall be responsible for his own tax liability that may arise as a result of the transactions contemplated by this Agreement. Executive understands that Section 83(a) 83 of the Internal Revenue Code of 1986, as amended (the "Code, ") taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock Shares as of the date any restrictions the Shares vest and the forfeiture restriction on the Stock lapseShares lapses. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser Executive understands that Purchaser he may elect to be taxed at the time the Stock is purchased, Shares are granted rather than when the Shares vest and as the Repurchase Option expires, forfeiture restriction lapses by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedGrant Date. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser Executive understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for PurchaserExecutive; provided, however, that if the election is timely filed with the IRS, Executive will be responsible for the income taxes due on the fair market value of the Shares determined as of the date of this Agreement. Purchaser The tax payments to the IRS in connection with an 83(b) election cannot be recovered if the Shares later fail to vest and are forfeited. Executive further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement Grant Date falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Executive acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase the grant of the Stock Shares hereunder and does not purport to be complete. Purchaser Executive further acknowledges that the Company has directed Purchaser Executive to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state state, or foreign country in which Purchaser Executive may reside, and the tax consequences of PurchaserExecutive's death. Purchaser assumes all responsibility for filing an Executive agrees that he will execute and deliver to the Company with this executed Agreement a copy of the Section 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions set forth on the Stockattached Exhibit A if Executive desires to make such an election within thirty days from the date of this Agreement.

Section 83(b) Election. Purchaser Employee understands that he (and not the Company) will be responsible for his own federal, state, local or foreign tax liability and any of his other tax consequences that may arise as a result of the transactions contemplated by this Agreement. Employee will rely solely on the determinations of his tax advisors or his own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters. Employee understands that Section 83(a) 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "“restriction" ” includes without limitation the right of the Company to buy back the Stock pursuant to the Repurchase Option vesting restrictions set forth in paragraph 3 hereof. In the event the Company has registered any of its shares under the Securities Exchange Act of 1934, “restriction” with respect to officers, directors and ten percent (10%) shareholders also means the period after the purchase of the Stock during which such officer, director and ten percent (10%) shareholders could be subject to suit under Section 2(a16(b) aboveof the Securities Exchange Act of 1934. Purchaser Employee understands that Purchaser Employee may elect to be taxed at the time the shares of Stock is purchased, are purchased rather than when and as the Repurchase Option expires, restrictions on the Stock lapse or expire by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date of purchase. In the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the event Employee files an election under Section 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, such election will contain all information required under the income tax laws applicable treasury regulation(s) and Employee will deliver a copy of any municipality, state or foreign country in which Purchaser may reside, and such election to the tax consequences of Purchaser's deathCompany contemporaneously with filing such election with the Internal Revenue Service. Purchaser assumes all responsibility for filing an EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the StockOF THE CODE, EVEN IF EMPLOYEE REQUESTS THAT THE COMPANY OR ITS REPRESENTATIVES MAKE THIS FILING ON EMPLOYEE’S BEHALF.

Section 83(b) Election. Purchaser Director understands that under Section 83(a) 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount Purchase Price, if any, paid for the Stock Restricted Shares and the their fair market value of the Stock as of on the date any forfeiture restrictions on the Stock lapseapplicable to such Restricted Shares lapse will be reportable as ordinary income at that time. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser Director understands that Purchaser Director may elect to be taxed at the time the Stock is purchasedRestricted Shares are acquired hereunder to the extent the fair market value of the Restricted Shares differs from the Purchase Price, if any, rather than when and as the Repurchase Option expiressuch Restricted Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C I.R.S. within thirty (30) days from after the date Date of Grant. Director must provide a copy of any election made under Section 83(b) to the Stock is purchased. Even if Company promptly after filing such election with the I.R.S. If the fair market value of the Stock Restricted Shares at the time Date of the execution of this Agreement Grant equals the amount Purchase Price paid for the Stock(and thus no tax is payable), the 83(b) Election election must be made to avoid income under Section 83(a) of the Code adverse tax consequences in the future. Purchaser The form for making this election is attached as Exhibit B hereto. Director understands that failure to file such an make this filing within the 30-day period will result in the recognition of ordinary income by Director (in the event the fair market value of the Restricted Shares increases after the Date of Grant) as the forfeiture restrictions lapse. DIRECTOR ACKNOWLEDGES THAT IT IS DIRECTOR’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF DIRECTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON DIRECTOR’S BEHALF. DIRECTOR IS RELYING SOLELY ON DIRECTOR’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the StockELECTION.

Section 83(b) Election. Purchaser Director understands that Section 83(a) of the Internal Revenue Code of 1986, as amended ("Code"), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser Director understands that Purchaser the imposition of restrictions, such as the Repurchase Option, after the Stock has been transferred to Director initially, as is the case here, may or may not result in a taxable event as the restrictions on the Stock lapse. To that end, Director may elect to be taxed taxed, if such tax arises, at the time the Stock is purchasedinitially made subject to the Repurchase Option, rather than when and as the Repurchase Option expires, by filing an a protective election under Section 83(b) of the Code (an "83(b) Election") of the Code with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchasedof transfer. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future, assuming that taxes would be imposed in the future in a circumstance such as this where the Stock was transferred previously. Purchaser Director understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for PurchaserDirector. Purchaser Director further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Director acknowledges that the foregoing is only a summary of the possible effect of United States federal income taxation with respect to purchase the imposition of restrictions on the Stock hereunder at this time, and does not purport to be complete. Purchaser Director further acknowledges that the Company has directed Purchaser Director to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser Director may reside, and the tax consequences of PurchaserDirector's death. Purchaser Director assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a) above3 of this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death. Purchaser assumes all responsibility for filing an further agrees that Purchaser will execute and submit to the Company a copy of the 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the StockElection, attached hereto as Exhibit C. PURCHASER UNDERSTANDS THAT HE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF HIS PURCHASE OR DISPOSITION OF THE SHARES. PURCHASER REPRESENTS THAT HE HAS CONSULTED WITH ANY TAX ADVISER HE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT PURCHASER IS NOT RELYING ON THE COMPANY OR COMPANY COUNSEL FOR ANY TAX ADVICE. PURCHASER HEREBY ASSUMES ALL RESPONSIBILITY FOR FILING SUCH ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH ELECTION OR FROM FAILURE TO FILE THE ELECTION AND PAYING TAXES RESULTING FROM THE LAPSE OF THE REPURCHASE RESTRICTIONS ON THE UNVESTED SHARES.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her Purchaser’s federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and Shares hereunder, does not purport to be complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death, and Purchaser has consulted, and has been fully advised by, Purchaser’s own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser assumes all responsibility for filing further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser’s purchase of the Shares or of the making or failure to make an 83(b) Election Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER’S BEHALF. Purchaser agrees that Purchaser will execute and paying all taxes resulting from such election or deliver to the lapse Company with this executed Agreement a copy of the restrictions on Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the Stock“Acknowledgment’), attached hereto as Exhibit B and, if Purchaser decides to make an 83(b) Election, a copy of the 83(b) Election.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Common Stock and the fair market value of the Common Stock as of the date any restrictions on the Common Stock lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Stock Unvested Shares pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchasedof purchase. Even if the fair market value of the Common Stock at the time of the execution of this Agreement equals the amount paid for the Common Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock hereunder hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Common Stock.

Section 83(b) Election. Purchaser Employee understands that under Section 83(a) 83 of ---------------------- the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code"), taxes upon the lapse of any forfeiture restrictions applicable to the Shares, Employee must include as ordinary compensation income the difference between the amount Purchase Price paid for the Stock Shares and the fair market value of their Fair Market Value (as defined in the Stock Option Agreement, dated as of December 21, 1999, between the Company and Employee) on the date on which any such forfeiture restrictions on the Stock applicable to such Shares lapse. In For this contextpurpose, the term "restrictionforfeiture restrictions" includes the right of the Company to buy back repurchase the Stock Shares pursuant to the its Repurchase Option set forth in Section 2(a) aboveRight under Article IV of this Agreement. Purchaser Employee understands that Purchaser may he shall, at the time of the execution and delivery of this Agreement, be required to elect to be taxed include as compensation income an amount equal to the difference (if any) between the Purchase Price paid for the Shares and the Fair Market Value for the Shares at the time the Stock is purchased, Shares are acquired hereunder rather than when and as the Repurchase Option expiressuch Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code (an "83(b) Election") Code, substantially in the form of Exhibit D hereto, with the Internal Revenue Service in (the form attached hereto as Exhibit C "I.R.S.") within thirty (30) days from after the date the Stock is purchased. Even if the fair market value of purchase of the Stock Shares hereunder. If the Fair Market Value of the Shares at the time date of purchase does not exceed the execution of this Agreement equals the Purchase Price paid (and thus no amount paid for the Stockmust be included as compensation income), the 83(b) Election must be made to election may avoid income under Section 83(a) of the Code potential adverse tax consequences in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Common Stock and the fair market value of the Common Stock as of the date any restrictions on the Common Stock lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Common Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock of purchase, a form of which is purchased. attached as Exhibit D. Even if the fair market value of the Common Stock at the time of the execution of this Agreement equals the amount paid for the Common Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock hereunder hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Common Stock.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference between the amount paid for the Stock Shares and the fair market value Fair Market Value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Unvested Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Unvested Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value Fair Market Value of the Stock Unvested Shares at the time of the execution of this Agreement equals the amount paid for the StockUnvested Shares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death. Purchaser assumes all responsibility for filing an agrees that he or she will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Attachment B. Purchaser further agrees that he or she will execute and paying all taxes resulting from such election or submit with the lapse Acknowledgment a copy of the restrictions on 83(b) Election attached hereto as Attachment C (for tax purposes in connection with the Stockearly exercise of an option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an election.

Section 83(b) Election. Purchaser Participant understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back require the Stock forfeiture of the Shares pursuant to the Repurchase Option Forfeiture Right set forth in Section 2(a3(a) aboveof this Agreement. Purchaser Participant understands that Purchaser Participant may elect to be taxed at the time the Stock is purchasedShares are issued (i.e., the date of this Agreement), rather than when and as the Repurchase Option Forfeiture Right expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof issuance. Even if the fair market value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser Participant understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for PurchaserParticipant. Purchaser Participant further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase the issuance of the Stock hereunder Shares hereunder, and does not purport to be complete. Purchaser Participant further acknowledges that the Company has directed Purchaser Participant to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser Participant may reside, and the tax consequences of Purchaser's Participant’s death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

Section 83(b) Election. Purchaser Recipient understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock Recipient may make an election pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (by filing an "83(b) Election") election with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from after the date Recipient acquired the Stock is purchased. Even if Restricted Stock) to include in Recipient's gross income the fair market value (as of the Stock date of acquisition) of the Restricted Stock. Recipient may make such an election under Section 83(b), or comparable provisions of any state tax law, only if, prior to making any such election, Recipient (a) notifies Eclipsys of Recipient's intention to make such election, by delivering to Eclipsys a copy of the fully-executed Section 83(b) Election Form attached hereto as Exhibit A, and (b) pays to Eclipsys an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld or paid over to such authority for Recipient's account, or otherwise makes arrangements satisfactory to Eclipsys for the payment of such amounts through withholding or otherwise. Recipient understands that if Recipient has not made a proper and timely Section 83(b) election, at the time the forfeiture restrictions applicable to the Restricted Stock lapse, Section 83 will generally provide that Recipient will recognize ordinary income and be taxed in an amount equal to the fair market value (as of the execution date the forfeiture restrictions lapse) of this Agreement equals the amount Restricted Stock less the Acquisition Consideration paid for the Restricted Stock. For this purpose, the 83(b) Election must be made term "forfeiture restrictions" includes the right of Eclipsys to avoid income under cancel the Restricted Stock pursuant to Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date 3 of this Agreement fallsAgreement. Purchaser Recipient acknowledges and understands that it is solely PurchaserRecipient's obligation and responsibility to timely file such 83(b) Electionsole responsibility, and neither not the Company nor the Companyresponsibility of Eclipsys or any of its Affiliates, to file a timely election under Section 83(b), even if Recipient requests Eclipsys or its representative to make this filing on Recipient's legal or financial behalf. Recipient is relying solely on Recipient's advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only decision as to whether or not to file a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an Section 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stockelection.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that The Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing make an election under Code Section 83(b) of the Code (an "83(b) Election") with respect to the Internal Revenue Service in the form attached hereto as Exhibit C Restricted Equity. Any such election must be made within thirty (30) days from after the date the Stock is purchasedEffective Date. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid The Purchaser agrees to assume full responsibility for the Stock, ensuring that the 83(b) Election must be made to avoid income under Section 83(ais actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the 83(b) of the Code in the futureElection. The Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for the Purchaser. The Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her the Purchaser's federal income tax return for the calendar year in which the date of this Agreement fallsis executed. The Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed the Purchaser to seek independent advice regarding the applicable provisions of the Code, including Code Section 83 and the tax consequences of making an 83(b) Election, the income tax laws of any municipality, state or foreign country in which the Purchaser may reside, and the tax consequences of the Purchaser's death, and the Purchaser has consulted, and has been fully advised by, the Purchaser's own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser assumes all responsibility for filing an 83(bTHE PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) Election and paying all taxes resulting from such election or the lapse of the restrictions on the StockSHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF THE PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Section 83(b) Election. Purchaser Executive understands that he (and not the Company) shall be responsible for his own tax liability that may arise as a result of the transactions contemplated by this Agreement. Executive understands that Section 83(a) 83 of the Internal Revenue Code of 1986, as amended (the “Code, ”) taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock Shares as of the date any restrictions the Shares vest and the forfeiture restriction on the Stock lapseShares lapses. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser Executive understands that Purchaser he may elect to be taxed at the time the Stock is purchased, Shares are granted rather than when the Shares vest and as the Repurchase Option expires, forfeiture restriction lapses by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedGrant Date. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser Executive understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for PurchaserExecutive; provided, however, that if the election is timely filed with the IRS, Executive will be responsible for the income taxes due on the fair market value of the Shares determined as of the date of this Agreement. Purchaser The tax payments to the IRS in connection with an 83(b) election cannot be recovered if the Shares later fail to vest and are forfeited. Executive further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement Grant Date falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Executive acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase the grant of the Stock Shares hereunder and does not purport to be complete. Purchaser Executive further acknowledges that the Company has directed Purchaser Executive to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state state, or foreign country in which Purchaser Executive may reside, and the tax consequences of Purchaser's Executive’s death. Purchaser assumes all responsibility for filing an Executive agrees that he will execute and deliver to the Company with this executed Agreement a copy of the Section 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions set forth on the Stockattached Exhibit A if Executive desires to make such an election within thirty days from the date of this Agreement.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference between the amount paid for the Stock Shares and the fair market value Fair Market Value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock pursuant to the Repurchase Option Company’s Reacquisition Right set forth in Section 2(a3(b) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option Reacquisition Right expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value Fair Market Value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder Shares hereunder, and does not purport to be complete. Purchaser further acknowledges agrees that Purchaser will execute and deliver to the Company has directed Purchaser to seek independent advice regarding the applicable provisions with this executed Agreement a copy of the Code, Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Attachment A-2. Purchaser further agrees that Purchaser will execute and submit with the Acknowledgment a copy of the 83(b) Election attached hereto as Attachment A-3 (for income tax laws purposes in connection with the early exercise of a Nonstatutory Stock Option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an election. The Company has no duty or obligation to minimize the tax consequences to Purchaser in connection with the Option or this Agreement and shall not be liable to Purchaser for any municipalityadverse tax consequences to Purchaser arising in connection herewith or therewith. Purchaser is hereby advised to consult with Purchaser’s own personal tax, state or foreign country in which Purchaser may reside, and financial and/or legal advisors regarding the tax consequences of Purchaser's deaththis Agreement and by signing this Agreement, Purchaser agrees that Purchaser has done so or knowingly and voluntarily declined to do so. Purchaser assumes all responsibility understands that Purchaser (and not the Company) shall be responsible for filing an 83(b) Election and paying all taxes resulting from such election Purchaser’s own tax liability that may arise as a result of this investment or the lapse transactions contemplated by this Agreement. Purchaser agrees to review with Purchaser’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Purchaser will rely solely on such advisors and not on any statements or representations of the restrictions on the StockCompany or any of its agents.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Common Shares and the fair market value of the Stock Common Shares as of the date any restrictions on the Stock such Common Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Common Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Common Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock Common Shares at the time of the execution of this Agreement equals the amount paid for the StockCommon Shares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her Purchaser’s federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and Common Shares hereunder, does not purport to be complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death, and Purchaser has consulted, and has been fully advised by, Purchaser’s own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser assumes all responsibility for filing further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser’s purchase of the Common Shares or of the making or failure to make an 83(b) Election Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER’S BEHALF. Purchaser agrees that Purchaser will execute and paying all taxes resulting from such election or deliver to the lapse Company with this executed Agreement a copy of the restrictions on Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the Stock.“Acknowledgment”), attached hereto as Exhibit B and, if Purchaser decides to make an 83(b) Election, a copy of the 83(b) Election, attached hereto as Exhibit C.

Section 83(b) Election. (a) Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference between the amount paid for the Stock Shares and the fair market value Fair Market Value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a4(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value Fair Market Value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and Shares hereunder, does not purport to be complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death, and Purchaser has consulted, and has been fully advised by, Purchaser’s own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser assumes all responsibility for filing further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser’s purchase of the Shares or of the making or failure to make an 83(b) Election Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER’S BEHALF. (b) Purchaser agrees that he or she will execute and paying all taxes resulting from such election or deliver to the lapse Company with this executed Agreement a copy of the restrictions on Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the Stock“Acknowledgment”) attached hereto as Attachment B. Purchaser further agrees that he or she will execute and submit with the Acknowledgment a copy of the 83(b) Election attached hereto as Attachment C (for tax purposes in connection with the early exercise of an option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an election.

Section 83(b) Election. Purchaser understands that Employee acknowledges that, under Section 83(a) 83 of the Internal Revenue Code of 1986, as amended (“Code”), taxes as ordinary income the difference between the amount paid by Employee for the Stock Restricted Stock, if any (“Gxxxx Xxxxx”), and the fair market value Fair Market Value (as defined below) of the Restricted Stock as of at the date time any vesting restrictions on the applicable to such Restricted Stock lapse, is reportable as ordinary income at the time the vesting restrictions lapse. In this contextNotwithstanding the preceding, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser Employee understands that Purchaser he may elect to be taxed at the time the Restricted Stock is purchasedgranted hereunder, rather than when and as the Repurchase Option expiressuch Restricted Stock ceases to be subject to such vesting restrictions, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from after the date Grant Date. If the Stock is purchased. Even if Gxxxx Xxxxx equals the fair market value Fair Market Value of the Restricted Stock on such date, or if it is likely that the Fair Market Value of the Restricted Stock at the time of any vesting restrictions lapse will exceed the execution of this Agreement equals the amount paid for the StockGxxxx Xxxxx, the 83(b) Election must be made to election may avoid income under Section 83(a) of the Code adverse tax consequences in the future. Purchaser Employee understands that the failure to make this filing within said thirty (30) day period will result in the recognition of ordinary income by Employee (in the event the Fair Market Value of the Restricted Stock increases after Grant Date) as of the date the vesting restrictions lapse. Employee acknowledges that (i) it is Employee’s sole responsibility, and not the Corporation’s or the Bank’s, to file such an a timely election under Section 83(b) Election in a timely manner may result in adverse tax consequences and (ii) Employee is not relying on the Corporation or the Bank for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required advice with respect to be filed with his or her the federal income tax return for consequences associated with the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such Section 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stockany other matter.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value Fair Market Value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value Fair Market Value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her Purchaser’s federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and Shares hereunder, does not purport to be complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death, and Purchaser has consulted, and has been fully advised by, Purchaser’s own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser assumes all responsibility for filing further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser’s purchase of the Shares or of the making or failure to make an 83(b) Election Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER’S BEHALF. Purchaser agrees that Purchaser will execute and paying all taxes resulting from such election or deliver to the lapse Company with this executed Agreement a copy of the restrictions on Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the Stock.“Acknowledgment”), attached hereto as Exhibit B and, if Purchaser decides to make an 83(b) Election, a copy of the 83(b) Election, attached hereto as Exhibit C.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Code, Code taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference between the amount paid for the Stock Shares and the fair market value Fair Market Value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) above, insofar as applicable. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date of purchase of the Stock is purchasedShares. Even if the fair market value Fair Market Value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and Shares hereunder, does not purport to be complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death, and Purchaser has consulted, and has been fully advised by, Purchaser’s own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser assumes all responsibility for filing further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser’s purchase of the Shares or of the making or failure to make an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the StockElection. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser Stockholder understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Unvested Shares and the fair market value of the Stock Unvested Shares as of the date any restrictions on the Stock Unvested Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Stock Unvested Shares pursuant to the Unvested Share Repurchase Option set forth in Section 2(a) 1 above. Purchaser Stockholder understands that Purchaser Stockholder may elect to be taxed at the time the Stock is Unvested Shares are purchased, rather than when and as the Unvested Share Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock Unvested Shares at the time of the execution of this Agreement equals the amount paid for the StockUnvested Shares, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser Stockholder understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for PurchaserStockholder. Purchaser Stockholder further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Stockholder acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the purchase of the Stock hereunder Unvested Shares hereunder, and does not purport to be complete. Purchaser Stockholder further acknowledges that the Company has directed Purchaser Stockholder to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser Stockholder may reside, and the tax consequences of Purchaser's Stockholder’s death. Purchaser Stockholder assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or non-election and the lapse of the restrictions on the StockUnvested Shares. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT B HERETO. PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Purchaser Employee understands that under Section 83(a) 83 of ---------------------- the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code"), taxes upon the lapse of any forfeiture restrictions applicable to the Shares, Employee must include as ordinary compensation income the difference between the amount Purchase Price paid for the Shares and their Fair Market Value (as defined in the Stock Option Agreement, dated as of December 21, 1999, between the Company and the fair market value of the Stock as of Employee) on the date on which any such forfeiture restrictions on the Stock applicable to such Shares lapse. In For this contextpurpose, the term "restrictionforfeiture restrictions" includes the right of the Company to buy back repurchase the Stock Shares pursuant to the its Repurchase Option set forth in Section 2(a) aboveRight under Article IV of this Agreement. Purchaser Employee understands that Purchaser may he shall, at the time of the execution and delivery of this Agreement, be required to elect to be taxed include as compensation income an amount equal to the difference (if any) between the Purchase Price paid for the Shares and the Fair Market Value of the Shares at the time the Stock is purchased, Shares are acquired hereunder rather than when and as the Repurchase Option expiressuch Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code (an "83(b) Election") Code, substantially in the form of Exhibit D hereto, with the Internal Revenue Service in (the form attached hereto as Exhibit C "I.R.S.") within thirty (30) days from after the date the Stock is purchased. Even if the fair market value of purchase of the Stock Shares hereunder. If the Fair Market Value of the Shares at the time date of purchase does not exceed the execution of this Agreement equals the Purchase Price paid (and thus no amount paid for the Stockmust be included as compensation income), the 83(b) Election must be made to election may avoid income under Section 83(a) of the Code potential adverse tax consequences in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

Section 83(b) Election. Purchaser The Grantee understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income for the difference between the amount paid for the Stock Shares and the fair market value Fair Market Value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right vesting of the Company to buy back the Stock pursuant to the Repurchase Option Shares as set forth in Section 2(a) above2 of this Agreement. Purchaser The Grantee understands that Purchaser the Grantee may elect to be taxed at the time the Stock is purchasedShares are acquired, rather than when and as the Repurchase Option restriction expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchasedof acquisition. Even if the fair market value Fair Market Value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) of the Code in the future. Purchaser The Grantee understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaserthe Grantee. Purchaser The Grantee further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her the Grantee’s federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser The Grantee acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder Shares hereunder, and does not purport to be complete. Purchaser The Grantee further acknowledges that the Company Corporation has directed Purchaser the Grantee to seek independent advice regarding the applicable provisions of the Code, and the income tax laws of any municipality, state or foreign country in which Purchaser the Grantee may reside, . The Grantee agrees that the Grantee will execute and deliver to the tax consequences Corporation with this executed Agreement a copy of Purchaser's death. Purchaser assumes all responsibility for filing an the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Exhibit D. The Grantee further agrees that the Grantee will execute and paying all taxes resulting from such election or submit with the lapse Acknowledgment a copy of the restrictions on 83(b) Election attached hereto as Exhibit E if the StockGrantee has indicated in the Acknowledgment its decision to make such an election.

Section 83(b) Election. Purchaser Stockholder understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "“restriction" ” includes the right of the Company to buy back redeem the Stock pursuant to the Repurchase Redemption Option set forth in Section 2(a) 2 above. Purchaser Stockholder understands that Purchaser Stockholder may elect to be taxed at the time the Stock is purchasedacquired, rather than when and as the Repurchase Redemption Option expires, by filing an election substantially in the form of Exhibit B hereto under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchasedof transfer. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser Stockholder understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for PurchaserStockholder. Purchaser Stockholder further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser Stockholder further acknowledges and understands that it is solely Purchaser's Stockholder’s sole obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's ’s legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Stockholder acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase acquisition of the Stock hereunder hereunder, and does not purport to be complete. Purchaser Stockholder further acknowledges that the Company has directed Purchaser Stockholder to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser Stockholder may reside, and the tax consequences of Purchaser's Stockholder’s death. Purchaser Stockholder assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date of purchase. In this case, the Stock is purchased. Even if difference between the fair market value of the Stock Shares at the time of the execution of this Agreement equals and the amount paid Purchaser is paying for the StockShares makes it unlikely that Purchaser will choose to make an 83(b) Election, as such election would require that Purchaser pay taxes on that difference at the time the Shares are purchased. However, the 83(b) Election must be made if the Purchaser wishes to avoid additional income under Section 83(a) of the Code in the future. Accordingly, Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing ’s death and the decision as to whether or not to file an 83(b) Election and paying all taxes resulting from such election or in connection with the lapse acquisition of the restrictions on Shares. Purchaser agrees that he will execute and deliver to the StockCompany with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”), attached hereto as Exhibit B. Purchaser further agrees that Purchaser will execute and submit with the Acknowledgment a copy of the 83(b) Election, attached hereto as Exhibit C, if Purchaser has indicated in the Acknowledgment his or her decision to make such an election.

Section 83(b) Election. Purchaser Grantee understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value Fair Market Value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser Grantee understands that Purchaser Grantee may elect to be taxed at the time the Stock is purchasedShares are issued, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value Fair Market Value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser Grantee understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for PurchaserGrantee. Purchaser Grantee further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Grantee acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder Shares hereunder, and does not purport to be complete. Purchaser Grantee further acknowledges that the Company has directed Purchaser Grantee to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser Grantee may reside, and the tax consequences of Purchaser's Grantee’s death. Purchaser assumes all responsibility for filing an Grantee agrees that he will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”), attached hereto as Exhibit D. Grantee further agrees that Grantee will execute and paying all taxes resulting from such election or submit with the lapse Acknowledgment a copy of the restrictions on 83(b) Election, attached hereto as Exhibit E, if Grantee has indicated in the StockAcknowledgment his or her decision to make such an election.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference between the amount paid for the Stock Shares and the fair market value Fair Market Value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value Fair Market Value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for PurchaserPurchase. Purchaser Purchase further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Purchase acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death. Purchaser assumes all responsibility for filing an agrees that he or she will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Attachment B. Purchaser further agrees that he or she will execute and paying all taxes resulting from such election or submit with the lapse Acknowledgment a copy of the restrictions on 83(b) Election attached hereto as Attachment C (for tax purposes in connection with the Stockearly exercise of an option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an election.

Section 83(b) Election. Purchaser If the Optionee ever exercises the Option to purchase any Nonvested Shares, then the Optionee understands that that: (i) if no Section 83(a83(b) election is made with respect to such purchase, then under Section 83 of the Code, taxes as the Optionee will be taxed (at ordinary income rates) at each time that any restrictions on such Nonvested Shares lapse in an amount equal to the difference between between: (a) the amount paid for the Stock such Nonvested Shares; and (b) the fair market value of the Stock such Nonvested Shares as of the date any restrictions on the Stock such Nonvested Shares lapse. In ; (ii) in this context, the term "restriction" includes means the right of the Company to buy back the Stock repurchase such Nonvested Shares pursuant to the Company's Repurchase Option set forth in Option; (iii) if a Section 2(a83(b) above. Purchaser understands that Purchaser may elect election is made with respect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, such purchase (by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C IRS within thirty (30) 30 days from after the date of such purchase), then this means that the Stock Optionee is electing instead to be taxed (at ordinary income rates) at the time that the Nonvested Shares are purchased. Even if , in an amount equal to the difference between: (a) the price paid for the Nonvested Shares; and (b) the fair market value of the Stock at the time Nonvested Shares as of the execution date of this Agreement equals the amount paid such purchase; and (iv) a form for the Stock, the 83(b) Election must be made to avoid income making an election under Section 83(a83(b) of the Code in is attached hereto as Exhibit A. Before entering into this Agreement (and before any exercise of the future. Purchaser understands that failure to file such an 83(bOption), the Optionee has reviewed (and will review) Election in a timely manner may result in adverse with the Optionee's own tax advisors the federal, state, local, and foreign tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder Option Shares and does the other transactions contemplated by this Agreement. The Optionee is relying solely on such advisors and not purport to be completeon any statements or representations of the Company or any of its agents. Purchaser further acknowledges The Optionee understands that the Company has directed Purchaser to seek independent advice regarding Optionee (and not the applicable provisions Company) will be responsible for the Optionee's own tax liability that may arise as a result of the Code, purchase of the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election Option Shares or the lapse of the restrictions on the Stockother transactions contemplated by this Agreement.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) aboveof this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her Purchaser’s federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and Shares hereunder, does not purport to be complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death, and Purchaser has consulted, and has been fully advised by, Purchaser’s own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser assumes all responsibility for filing further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser’s purchase of the Shares or of the making or failure to make an 83(b) Election Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER’S BEHALF. Purchaser agrees that Purchaser will execute and paying all taxes resulting from such election or deliver to the lapse Company with this executed Agreement a copy of the restrictions on Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the Stock.“Acknowledgment”), attached hereto as Exhibit B and, if Purchaser decides to make an 83(b) Election, a copy of the 83(b) Election, attached hereto as Exhibit C.

Section 83(b) Election. Purchaser understands that Section 83(a) of The Participant may execute and deliver to the Code, taxes as ordinary income the difference between the amount paid for the Stock Current Caret Issuer and the fair market value of Internal Revenue Service (the Stock as of “IRS”) no later than the date any restrictions on thirty (30) days following the Stock lapse. In this contextGrant Date, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "the “83(b) Election"”) with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30B. The Participant understands that under Section 83 of the Code, regulations promulgated thereunder, and certain IRS administrative announcements in the absence of an effective election under Section 83(b) days from of the date Code, the Stock is purchased. Even if excess of the fair market value of the Stock Granted Interests on the date on which any forfeiture restrictions applicable to such Granted Interests lapse over the price paid for the Granted Interests (which is $0) may be reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” means the restrictions on transferability and the vesting conditions imposed under this Agreement. The Participant understands that (a) in making the 83(b) Election, the Participant may be taxed at the time the Granted Interests are acquired hereunder to the extent the fair market value of the execution of this Agreement equals Granted Interests exceeds the amount paid purchase price for the Stocksuch Granted Interests and (b) in order to be effective, the 83(b) Election must be made to avoid income under Section 83(afiled with the IRS within thirty (30) days after the Grant Date. The Participant hereby acknowledges that (i) the foregoing description of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required not intended to be filed with a complete analysis of all possible tax consequences of the Granted Interests and, among other things, does not address state, local or foreign income and other tax consequences or all tax considerations that might be relevant to the Participant in light of his or her federal income circumstances or if he or she is subject to special tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(brules, (ii) Election, and neither the Company nor the Company's Current Caret Issuer has provided, and hereby is not providing, the Participant with legal or financial advisors shall have any obligation tax advice, and has urged the Participant to consult his or responsibility her own tax advisor with respect to such filing. Purchaser acknowledges that the foregoing is only a summary taxation consequences of the effect of United States federal income taxation with respect Granted Interests and (iii) the Current Caret Issuer has not advised the Participant to purchase of rely on any determination by it or its representatives as to the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that fair market value specified in the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or will have no liability to the lapse Participant if the actual fair market value of the restrictions Granted Interests on the Stock.Grant Date exceeds the amount specified in the 83(b)

Section 83(b) Election. Purchaser To the extent Employee is subject to United States tax laws, Employee understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Stock pursuant to the Repurchase Redemption Option set forth in Section 2(a) above. Purchaser Employee understands that Purchaser that, if applicable, Employee may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Redemption Option expires, by filing an election under Section 83(b) (an or the “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchasedof purchase. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser Employee understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for PurchaserEmployee under United States tax law if those laws are applicable. Purchaser Employee further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Employee acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder hereunder, and does not purport to be complete. Purchaser Employee further acknowledges that the Company has directed Purchaser Employee to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser Employee may reside, and the tax consequences of Purchaser's Employee’s death. Purchaser Employee assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock. If Employee makes or has made an 83 (b) Election with respect to the Stock and if Employee’s employment with the Subsidiary is terminated due to death or Disability, then as to unvested shares of the Stock, if any, that are repurchased by the Company pursuant to the Redemption Option in accordance with Section 2 (a), the Company agrees to pay Employee or Employee’s estate, as applicable, the amount of federal and state income taxes paid by Employee pursuant to an 83 (b) Election for such unvested shares of the Stock that are repurchased by the Company pursuant to the Redemption Option in accordance with Section 2 (a).

Section 83(b) Election. Purchaser Grantee understands that under Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Restricted Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to will be taxed as ordinary income at the time the Restricted Stock is purchased, rather than when considered to have been transferred for tax purposes and as the Repurchase Option expires, by filing is no longer subject to a substantial risk of forfeiture. Xxxxxxx understands that he can file an election under Code Section 83(b) of the Code (an "“83(b) Election"”) with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date of Award which will result in the Stock is purchased. Even if Grantee paying tax at ordinary income tax rates (and be subject to FICA) on the fair market value of the Restricted Stock at the time they are awarded rather than as or if they vest (a form of such 83(b) Election is attached as Schedule B) and if Grantee so elects, Grantee will deliver a copy of such election to the Company simultaneously with such filing. Xxxxxxx understands that if he makes such election and some or all of the execution Restricted Stock does not vest, he will not be entitled to recoup any taxes previously paid, although under certain circumstances he may be able to claim an ordinary loss for some or all the taxes. All subsequent appreciation in the Restricted Stock will be taxed at capital gains rates. Xxxxxxx further understands that if he makes such election, an additional copy of such 83(b) Election is required to be filed with his federal income tax return for the calendar year in which the date of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the futurefalls. Purchaser Xxxxxxx understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for PurchaserGrantee. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Xxxxxxx acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase the award of the Restricted Stock hereunder and does not purport to be completecomprehensive. Purchaser Grantee further acknowledges that the Company has directed Purchaser Grantee to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser Grantee may residereside or may be subject to taxation, and the tax consequences of Purchaser's deathGrantee’s death or Permanent or Total Disability. Purchaser Grantee assumes all responsibility for filing an 83(b) Election Election, if at all, and paying all taxes with respect to the award of the Restricted Stock, including taxes resulting from such election or the lapse of the restrictions on the Restricted Stock.

Section 83(b) Election. Purchaser Holder understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value Fair Market Value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) above. Purchaser Holder understands that Purchaser Holder may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in (“IRS”) within 30 days from the date of purchase. A form for making this election is attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. B. Even if the fair market value Fair Market Value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser Holder understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for PurchaserHolder. Purchaser A copy of the 83(b) Election is to be furnished to the Company when the form is field with the SEC. Holder further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her Holder’s federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Holder acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and Shares hereunder, does not purport to be complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser Holder further acknowledges that the Company has directed Purchaser Holder to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser Holder may reside, and the tax consequences of Purchaser's Holder’s death, and Holder has consulted, and has been fully advised by, Holder’s own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser assumes all responsibility for filing Holder further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Holder with respect to the tax consequences of Holder’s purchase of the Shares or of the making or failure to make an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the StockElection. HOLDER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF HOLDER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON HOLDER’S BEHALF.

Section 83(b) Election. Purchaser Executive understands that he (and not the Company) shall be responsible for his own tax liability that may arise as a result of the transactions contemplated by this Agreement. Executive understands that Section 83(a) 83 of the Internal Revenue Code of 1986, as amended (the “Code, ”) taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back reacquire the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a) aboveits Reacquisition Right. Purchaser Executive understands that Purchaser he may elect to be taxed at the time the Stock is purchased, Shares are granted rather than when and as the Repurchase Option expires, Reacquisition Right lapses by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedGrant Date. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser Executive understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for PurchaserExecutive; provided, however, that if the election is timely filed with the IRS, Executive will be responsible for the income taxes due on the fair market value of the Shares determined as of the date of this Agreement. Purchaser The tax payments to the IRS in connection with an 83(b) election cannot be recovered if the Shares are later forfeited because of the Company’s Reacquisition Right. Executive further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement Grant Date falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Executive acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase the grant of the Stock Shares hereunder and does not purport to be complete. Purchaser Executive further acknowledges that the Company has directed Purchaser Executive to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state state, or foreign country in which Purchaser Executive may reside, and the tax consequences of Purchaser's Executive’s death. Purchaser assumes all responsibility for filing an Executive agrees that he will execute and deliver to the Company with this executed Agreement a copy of the Section 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions set forth on the Stockattached Exhibit A if Executive desires to make such an election within thirty days from the date of this Agreement.

Section 83(b) Election. Purchaser Participant understands that Section 83(a) of the Code, Code taxes as ordinary income the difference between the amount amounts paid for the Stock and the fair market value of the Stock as of the date any restrictions Restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser Participant understands that Purchaser Participant may elect to be taxed at the time the Stock is purchased, Restricted Shares are granted rather than when and as the Repurchase Option expiresRestrictions lapse, by filing an election under Section 83(b) (“83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedDate of Grant. Even if the fair market value of the Stock Restricted Shares at the time of the execution of this Agreement Grant equals the amount paid for the Stock, if any, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser Participant understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for PurchaserParticipant. Purchaser Participant further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of Grant Date in connection with this Award Agreement falls. Purchaser Participant further acknowledges and understands that it is solely Purchaser's obligation and responsibility Participant’s decision as to timely whether to file such 83(b) Election, and neither the Company nor the Company's ’s legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder hereunder, and does not purport to be complete. Purchaser Participant further acknowledges that the Company has directed Purchaser Participant to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser Participant may reside, and the tax consequences of Purchaser's Participant’s death. Purchaser Participant assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions Restrictions on the Stock.

Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value Fair Market Value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "“restriction" includes ” means the right of the Company to buy back the Stock Shares pursuant to the Repurchase Option set forth in Section 2(a3(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) 30 days from the date the Stock is purchasedof purchase. Even if the fair market value Fair Market Value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the 83(b) Election election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to election form should be filed with his or her Purchaser’s federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and Shares hereunder, does not purport to be complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's ’s death, and Purchaser has consulted, and has been fully advised by, Purchaser’s own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser assumes all responsibility for filing further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser’s purchase of the Shares or of the making or failure to make an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the StockElection. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER’S BEHALF.