Common use of Securities Law Compliance Clause in Contracts

Securities Law Compliance. (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements No transfer of any stock exchange upon which Shares may Private Certificate shall be listed, the Committee may impose any restriction on Awards or Shares acquired made unless that transfer is made pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the an effective date of any registration statement of the Company filed under the Securities Act as and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in Depositor ,the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, Certificate Registrar and the Committee Securities Administrator against any liability that may cause a legend or legends to be put on result if any transfer of such certificates to make appropriate reference to Certificates by such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will Holder is not sell or offer to sell any Shares unless a exempt from registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Certificate (other than a Residual Certificate) unless he and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or she the Certificate Registrar shall have furnished require that the transferor and transferee certify as to the Companyfactual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel shall be required in form connection with the initial transfer of the Private Certificates and substance satisfactory no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security without registration thereof under the Securities Act pursuant to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.exemption provided by Rule 144A.

Securities Law Compliance. (a) If Insurer shall be responsible for preparing the Committee deems it necessary Prospectuses and Registration Statements for each class of Contracts and filing them with the SEC and State Securities Commissions, to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, extent required. Insurer shall use its best efforts to maintain the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faithContracts and, not to exceed 180 days in the case of Variable Contracts, the Company’s initial public offering related Separate Accounts with the SEC and any applicable State Securities Commission, such efforts to include, without limitation, best efforts to prevent a stop order from being issued by the SEC or 90 days in any such State Securities Commission or, if a stop order has been issued, to cause such stop order to be withdrawn. In the case of any other public offering. All certificates for Shares delivered Variable Contracts, Insurer shall take all action required to cause the related Separate Accounts to continue to comply, in all material respects, with the provisions of the 1940 Act and regulations and exemptions thereunder applicable to the Separate Accounts as a registered investment company under the Plan pursuant to 1940 Act. Insurer shall not deduct any Award amounts from the assets of any Separate Account, enter into a transaction or arrangement involving the Variable Contracts or the exercise thereof related Separate Account, or cause any Separate Account to enter into any such transaction or arrangement, without obtaining any necessary or customary approvals or exemptions from the SEC or no-action assurance from the SEC staff, and without ensuring that such approval, exemption or assurance applies to Distributor as the principal underwriter for such Separate Account and Contracts. Insurer shall timely file each post-effective amendment to a Registration Statement, Prospectus, statement of additional information, Rule 24f-2 notice, annual report on Form N-SAR, and all other reports, notices, statements, and amendments required to be filed by or for Insurer and/or a Separate Account with the SEC under the 1933 Act, the 1934 Act and/or the 1940 Act or any Regulations, and shall pay all filing or registration fees payable in connection therewith. To the extent there occurs an event or development (including, without limitation, a change of applicable law, regulation or administrative interpretation) warranting an amendment to either the Registration Statement or supplement to the Prospectus, Insurer shall endeavor to prepare, subject to Distributor’s right to review such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities lawmaterial provided in Section 6(b), and file such amendment or supplement with the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply SEC with all such provisions at the earliest practicable datedeliberate speed.

Securities Law Compliance. (a) If Insurer shall be responsible for preparing the Committee deems it necessary Prospectuses and Registration Statements for each class of Contracts and tiling them with the SEC and State Securities Commissions, to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, extent required. Insurer shall use its best efforts to maintain the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faithContracts and, not to exceed 180 days in the case of Variable Contracts, the Company’s initial public offering related Separate Accounts with the SEC and any applicable State Securities Commission, such efforts to include, without limitation, best efforts to prevent a stop order from being issued by the SEC or 90 days in any such State Securities Commission or, if a stop order has been issued, to cause such stop order to be withdrawn. In the case of any other public offering. All certificates for Shares delivered Variable Contracts, Insurer shall take all action required to cause the related Separate Accounts to continue to comply, in all material respects, with the provisions of the 1940 Act and regulations and exemptions thereunder applicable to the Separate Accounts as a registered investment company under the Plan pursuant to 1940 Act. Insurer shall not deduct any Award amounts from the assets of any Separate Account, enter into a transaction or arrangement involving the Variable Contracts or the exercise thereof related Separate Account, or cause any Separate Account to enter into any such transaction or arrangement, without obtaining any necessary or customary approvals or exemptions from the SEC or no-action assurance from the SEC staff, and without ensuring that such approval, exemption or assurance applies to Distributor as the principal underwriter for such Separate Account and Contracts. Insurer shall timely file each post-effective amendment to a Registration Statement, Prospectus, statement of additional information, Rule 24f-2 notice, annual report on Form N-SAR, and all other reports, notices, statements, and amendments required to be filed by or for Insurer and/or a Separate Account with the SEC under the 1933 Act, the 1934 Act and/or the 1940 Act or any Regulations, and shall pay all filing or registration fees payable in connection therewith. To the extent there occurs an event or development (including, without limitation, a change of applicable law, regulation or administrative interpretation) warranting an amendment to either the Registration Statement or supplement to the Prospectus, Insurer shall endeavor to prepare, subject to Distributor’s right to review such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities lawmaterial provided in Section 6(b), and file such amendment or supplement with the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply SEC with all such provisions at the earliest practicable datedeliberate speed.

Securities Law Compliance. (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 19331993, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. 3.1 You represent and warrant that you (a) If have been furnished with a copy of the Committee deems it Plan and all information which you deem necessary to comply with any applicable securities lawevaluate the merits and risks of receipt of the Award, or (b) have had the requirements of any stock exchange upon which Shares may be listed, opportunity to ask questions and receive answers concerning the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under information received about the Plan as it may deem advisable. In addition, if requested by the Company Award and any underwriter engaged by the Company, Shares acquired and (c) have been given the opportunity to obtain any additional information you deem necessary to verify the accuracy of any information obtained concerning the Award and the Company. 3.2 You hereby agree that you will in no event sell or distribute all or any part of the shares of the Company’s Common Stock that you receive pursuant to Awards may not be sold or otherwise transferred or disposed settlement of for such period following this Award (the “Shares”) unless (a) there is an effective date of any registration statement of the Company filed under the Securities Act as and applicable state securities laws covering any such transaction involving the Shares or (b) the Company receives an opinion of your legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such underwriter shall specify reasonably and in good faith, not transaction is exempt from registration. You understand that the Company has no obligation to exceed 180 days in the case you to maintain any registration of the Company’s initial public offering or 90 days in Shares with the case of any other public offering. All certificates for Shares delivered under the Plan pursuant SEC and has not represented to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements you that it will so maintain registration of the SECShares. 3.3 You confirm that you have been advised, prior to your receipt of the Shares, that neither the offering of the Shares nor any stock exchange upon which Shares are then listed, offering materials have been reviewed by any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares administrator under the Securities Act of 1933, as amended, or any other applicable securities act (the “Acts”) and any applicable state securities law that the Shares cannot be resold unless they are registered under the Acts or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that an exemption from such registration is not requiredavailable. (b) If 3.4 You hereby agree to indemnify the Committee determines that Company and hold it harmless from and against any loss, claim or liability, including attorneys’ fees or legal expenses, incurred by the exercise or nonforfeitability Company as a result of any breach by you of, or delivery of benefits pursuant toany inaccuracy in, any Award would violate any applicable provision of securities laws representation, warranty or statement made by you in this Agreement or the listing requirements breach by you of any national securities exchange terms or national market system on which are listed any conditions of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable datethis Agreement.

Securities Law Compliance. (a) If You represent and warrant that you (i) have been furnished with a copy of the Committee deems it Plan and all information which you deem necessary to comply with any applicable securities lawevaluate the merits and risks of receipt of the Award, or (ii) have had the requirements of any stock exchange upon which Shares may be listed, opportunity to ask questions and receive answers concerning the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under information received about the Plan as it may deem advisable. In addition, if requested by the Company Award and any underwriter engaged by the Company, Shares acquired pursuant and (iii) have been given the opportunity to Awards may not be sold or otherwise transferred or disposed of for such period following obtain any additional information you deem necessary to verify the effective date accuracy of any registration statement of information obtained concerning the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably Award and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If You confirm that you have been advised, prior to your receipt of the Committee determines Shares, that neither the offering of the Shares nor any offering materials have been reviewed by any administrator under the Securities Act or any other applicable securities act (the “Acts”) and that the exercise Shares cannot be resold unless they are registered under the Acts or nonforfeitability unless an exemption from such registration is available. (c) You understand that the Company is under no obligation to register or qualify the Shares with any securities or other governmental authority and is not required to seek approval or clearance from any such authority for the issuance or sale of the Shares. You further understand that the Company has no obligation to you to maintain any registration of the Shares with the Securities Exchange Commission and has not represented to you that it will so maintain registration of the Shares. Further, you agree that the Company shall have unilateral authority to amend the Plan and this Award Agreement without your consent to the extent necessary to comply with securities or other laws applicable to the issuance of the Shares. (d) You hereby agree to indemnify the Company and hold it harmless from and against any loss, claim or liability, including attorneys’ fees or legal expenses, incurred by the Company as a result of any breach by you of, or delivery of benefits pursuant toany inaccuracy in, any representation, warranty or statement made by you in this Award would violate any applicable provision of securities laws Agreement or the listing requirements breach by you of any national securities exchange terms or national market system on which are listed any conditions of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable datethis Award Agreement.

Securities Law Compliance. (a) If Neither the Committee deems it necessary to comply with RSUs nor the Shares issuable in settlement of the RSUs have been registered under the Securities Act of 1933, or any state securities laws. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities law, laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listedlisted or quoted. As a condition to the settlement of the RSUs, the Committee Company may impose require Employee (or other person entitled to settlement) to satisfy any restriction qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. Employee acknowledges and agrees that Employee is acquiring the RSUs and underlying Shares for investment and not with a view to distribution. Employee, by acceptance hereof, consents to the placement of the following restrictive legends, or substantially similar legends, on Awards or Shares acquired pursuant each certificate to Awards under the Plan as it may deem advisable. In addition, if requested be issued by the Company and any underwriter engaged by the Company, representing Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement issued in settlement of the RSUs: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER SUCH ACT AND QUALIFICATION UNDER SUCH STATE SECURITIES LAWS OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW. The Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop may also impose stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect instructions with respect to such the Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished subject to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.foregoing restrictions

Securities Law Compliance. (a) If Insurer shall be responsible for preparing the Committee deems it necessary Prospectuses and Registration Statements for each class of Contracts and filing them with the SEC and State Securities Commissions, to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, extent required. Insurer shall use its best efforts to maintain the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faithContracts and, not to exceed 180 days in the case of Variable Contracts, the Company’s initial public offering related Separate Accounts with the SEC and any applicable State Securities Commission, such efforts to include, without limitation, best efforts to prevent a stop order from being issued by the SEC or 90 days in any such State Securities Commission or, if a stop order has been issued, to cause such stop order to be withdrawn. In the case of any other public offering. All certificates for Shares delivered Variable Contracts, Insurer shall take all action required to cause the related Separate Accounts to continue to comply, in all material respects, with the provisions of the 1940 Act and regulations and exemptions thereunder applicable to the Separate Accounts as a registered investment company under the Plan pursuant to 1940 Act. Insurer shall not deduct any Award amounts from the assets of any Separate Account, enter into a transaction or arrangement involving the Variable Contracts or the exercise thereof related Separate Account, or cause any Separate Account to enter into any such transaction or arrangement, without obtaining any necessary or customary approvals or exemptions from the SEC or no-action assurance from the SEC staff, and without ensuring that such approval, exemption or assurance applies to Distributor as the principal underwriter for such Separate Account and Contracts. Insurer shall timely file each post-effective amendment to a Registration Statement, Prospectus, statement of additional information, Rule 24f-2 notice, annual report on Form N-CEN, and all other reports, notices, statements, and amendments required to be filed by or for Insurer and/or a Separate Account with the SEC under the 1933 Act, the 1934 Act and/or the 1940 Act or any Regulations, and shall pay all filing or registration fees payable in connection therewith. To the extent there occurs an event or development (including, without limitation, a change of applicable law, regulation or administrative interpretation) warranting an amendment to either the Registration Statement or supplement to the Prospectus, Insurer shall endeavor to prepare, subject to Distributor’s right to review such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities lawmaterial provided in Section 6(b), and file such amendment or supplement with the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply SEC with all such provisions at the earliest practicable datedeliberate speed.

Securities Law Compliance. (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which A. The Shares may issued under this Agreement will not be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards registered under the Plan as it may deem advisable1933 Act and will be issued to Participant in reliance upon the private placement exemption from such registration provided under Section 4(2) of the 1933 Act. In addition, if requested by Participant hereby confirms that Participant has been informed that the Company issued Shares will be restricted securities under the 1933 Act and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold resold or otherwise transferred unless those shares are first registered under the Federal securities laws or disposed unless an exemption from such registration is available. Accordingly, Participant hereby acknowledges that Participant will acquire the Shares for investment purposes only and not with a view to resale and will hold the Shares for an indefinite period and that Participant is aware that SEC Rule 144 issued under the 1933 Act which exempts certain resales of restricted securities will require such shares to be held for a period of at least one year after their issuance pursuant to this Agreement. B. Upon demand by the Corporation, Participant shall deliver to the Corporation a representation in writing that Participant will acquire the Shares issued under this Agreement for investment only and not for resale or with a view to distribution, and containing such period following other representations and provisions with respect thereto as the effective date Corporation may require. Should the Corporation make such demand, then delivery of any registration statement such representation shall be a condition precedent to Participant’s right to the issuance of the Company filed under the Securities Act as the Company or such underwriter Shares. C. Participant shall specify reasonably and in good faith, not to exceed 180 days in the case make no disposition of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for issued Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders unless and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements until there is compliance with all of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and following requirements: (i) Participant shall have provided the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make Corporation with a written representation to summary of the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under terms and conditions of the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she proposed disposition. (ii) Participant shall have furnished to provided the CompanyCorporation with an opinion of counsel, in form and substance satisfactory to the CompanyCorporation, that such (i) the proposed disposition does not require registration is of the Shares under the 1933 Act, or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or any exemption from registration available under the 1933 Act (including Rule 144) has been taken. The Corporation shall not requiredbe required (i) to transfer on its books any Shares issued pursuant to this Agreement which have been sold or transferred in violation of the provisions of this Agreement, or (ii) to treat as the owner of those Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement. D. The stock certificates for any Shares issued under this Agreement shall be endorsed with the following restrictive legend: “The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares may not be sold or offered for sale in the absence of (a) an effective registration statement for the shares under such Act, (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any a ‘no action’ letter of the Company’s equity securitiesSecurities and Exchange Commission with respect to such sale or offer or (c) an opinion of counsel, then in form satisfactory to the Committee may postpone any Corporation, that registration under such exercise, nonforfeitability Act is not required with respect to such sale or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable dateoffer.”

Securities Law Compliance. (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates (if any) for Shares delivered issued under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates (if any) to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability non-forfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability non-forfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability non-forfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock securities exchange or other form of securities market upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Inducement Awards under the Plan Inducement Award Agreement as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan Inducement Award Agreement pursuant to any Inducement Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock securities exchange or other form of securities market upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state or foreign securities law or unless he or she shall have furnished an opinion to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or exercise, nonforfeitability of, or delivery of benefits pursuant to, any Inducement Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national other form of securities market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares Sxxxxx acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 ninety (90) days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. Such Contributor: (aA) If is acquiring the Committee deems it necessary to comply shares of Outstanding Holdings Stock for its own account and not with any applicable securities lawa view to, or for resale in connection with, any distribution of such shares in violation of the requirements Securities Act or any securities laws applicable to such Contributor. Such Contributor understands that the shares of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares Holdings Stock acquired by it pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may this Agreement have not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed been registered under the Securities Act as or the securities laws of any state or province by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of such Contributor and upon the other representations made by such Contributor in this Agreement. Such Contributor understands that the Company and Holdings are relying upon the representations, warranties and agreements made by such Contributor in this Agreement. (B) understands that it may not sell or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case transfer any shares of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan Holdings Stock acquired by it pursuant to any Award or this Agreement except in accordance with the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other registration requirements of the SEC, any stock exchange upon which Shares are then listed, Securities Act and of any applicable state or province or "blue sky" securities lawlaws or regulations or an exemption from such registration requirements or regulations. Such Contributor further understands that, except as set forth in the Holdings Stockholders Agreement, Holdings has no obligation or present intention of so registering any shares of Holdings Stock, and that there is no assurance that any exemption from registration under the Committee Securities Act and any applicable state or province or "blue sky" securities laws or regulations will be available, or if available, that such exemption will allow such Contributor to dispose of or otherwise transfer any or all of the shares of Holdings Stock in the amounts or at the times that such Contributor may cause a legend propose. (C) understands that any sale or legends transfer of shares of Holdings Stock acquired by it pursuant to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation this Agreement is subject to the Company restrictions on such sale or transfer contained in the Holdings Stockholders Agreement and that he or she the certificates evidencing the shares of Holdings Stock, if any, will not sell or offer bear the restrictive legends provided for in the Holdings Stockholders Agreement. (D) (i) has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of the transactions referred herein, (ii) fully understands the nature, scope and duration of the limitations applicable to sell any Shares unless a registration statement shall be the shares of Holdings Stock and (iii) is able to bear the economic risk of the investment in effect with respect to such Shares the shares of Holdings Stock. (E) is (i) an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended and (ii) a "qualified purchaser" within the meaning of the Investment Company Act of 1940, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (bF) If has had an opportunity to ask questions and receive answers concerning the Committee determines that terms and conditions of the exercise or nonforfeitability ofoffering of the shares of Holdings Stock and has had Restructuring Agreement full access to such other information concerning Holdings as such Contributor has requested. Such Contributor has reviewed, or delivery has had an opportunity to review, the Holdings Charter, the Holdings Certificate of benefits pursuant toDesignations, any Award would violate any applicable provision the by-laws of securities laws or Holdings and the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable dateHoldings Stockholders Agreement.

Securities Law Compliance. (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which A. The Shares may issued under this Agreement will not be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards registered under the Plan as it may deem advisable1933 Act, and will be issued to Participant in reliance upon the private placement exemption from such registration provided under Section 4(2) of the 1933 Act. In addition, if requested by Participant hereby confirms that Participant has been informed that the Company issued Shares will be restricted securities under the 1933 Act and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold resold or otherwise transferred unless those shares are first registered under the Federal securities laws or disposed unless an exemption from such registration is available. Accordingly, Participant hereby acknowledges that Participant will acquire the Shares for investment purposes only and not with a view to resale and will hold the Shares for an indefinite period and that Participant is aware that SEC Rule 144 issued under the 1933 Act which exempts certain resales of restricted securities will require such shares to be held for a period of at least one year after their issuance pursuant to this Agreement. B. Upon demand by the Corporation, Participant shall deliver to the Corporation a representation in writing that Participant will acquire the Shares issued under this Agreement for investment only and not for resale or with a view to distribution, and containing such period following other representations and provisions with respect thereto as the effective date Corporation may require. Should the Corporation make such demand, then delivery of any registration statement such representation shall be a condition precedent to Participant’s right to the issuance of the Company filed under the Securities Act as the Company or such underwriter Shares. C. Participant shall specify reasonably and in good faith, not to exceed 180 days in the case make no disposition of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for issued Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders unless and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements until there is compliance with all of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and following requirements: (i) Participant shall have provided the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make Corporation with a written representation to summary of the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under terms and conditions of the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she proposed disposition. (ii) Participant shall have furnished to provided the CompanyCorporation with an opinion of counsel, in form and substance satisfactory to the CompanyCorporation, that such (i) the proposed disposition does not require registration is of the Shares under the 1933 Act, or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or any exemption from registration available under the 1933 Act (including Rule 144) has been taken. The Corporation shall not requiredbe required (i) to transfer on its books any Shares issued pursuant to this Agreement which have been sold or transferred in violation of the provisions of this Agreement, or (ii) to treat as the owner of those Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement. D. The stock certificates for any Shares issued under this Agreement shall be endorsed with the following restrictive legend: “The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares may not be sold or offered for sale in the absence of (a) an effective registration statement for the shares under such Act, (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any a ‘no action’ letter of the Company’s equity securitiesSecurities and Exchange Commission with respect to such sale or offer or (c) an opinion of counsel, then in form satisfactory to the Committee may postpone any Corporation, that registration under such exercise, nonforfeitability Act is not required with respect to such sale or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable dateoffer.”

Securities Law Compliance. (a) If You represent and warrant that you (i) have been furnished with a copy of the Committee deems it Plan and all information which you deem necessary to comply with any applicable securities lawevaluate the merits and risks of receipt of the Award, or (ii) have had the requirements of any stock exchange upon which Shares may be listed, opportunity to ask questions and receive answers concerning the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under information received about the Plan as it may deem advisable. In addition, if requested by the Company Award and any underwriter engaged by the Company, Shares acquired pursuant and (iii) have been given the opportunity to Awards may not be sold or otherwise transferred or disposed of for such period following obtain any additional information you deem necessary to verify the effective date accuracy of any registration statement of information obtained concerning the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably Award and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If You confirm that you have been advised, prior to your receipt of the Committee determines Shares, that neither the offering of the Shares nor any offering materials have been reviewed by any administrator under the Securities Act or any other applicable securities act (the “Acts”) and that the exercise Shares cannot be resold unless they are registered under the Acts or nonforfeitability unless an exemption from such registration is available. (c) You understand that the Company is under no obligation to register or qualify the Shares with any securities or other governmental authority and is not required to seek approval or clearance from any such authority for the issuance or sale of the Shares. You further understand that the Company has no obligation to you to maintain any registration of the Shares with the Securities Exchange Commission and has not represented to you that it will so maintain registration of the Shares. Further, you agree that the Company shall have unilateral authority to amend the Plan and this Award Agreement without your consent to the extent necessary to comply with securities or other laws applicable to the issuance of the Shares. (d) You hereby agree to indemnify the Company and hold it harmless from and against any loss, claim or liability, including attorneys' fees or legal expenses, incurred by the Company as a result of any breach by you of, or delivery of benefits pursuant toany inaccuracy in, any representation, warranty or statement made by you in this Award would violate any applicable provision of securities laws Agreement or the listing requirements breach by you of any national securities exchange terms or national market system on which are listed any conditions of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable datethis Award Agreement.

Securities Law Compliance. (a) If the Committee deems it necessary to comply The shares of Common Stock will be acquired for Hxxxxx's own account for investment and not with any applicable securities lawa view to, or for resale in connection with, any distribution of the requirements shares within the meaning of any stock exchange the Securities Act of 1933. Hxxxxx acknowledges that it is aware that the issuance of the shares of Common Stock upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired exercise of this Warrant has not been registered pursuant to Awards the Securities Act of 1933 (the "Act"), nor is it intended that they be registered and the Holder has no right to require that they be registered, under the Plan as it may deem advisableAct or under any state securities laws. In addition, if requested by The Holder agrees that the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards shares of Common Stock may not be sold or otherwise transferred or disposed in the absence of registration unless such sale is exempt from registration under the Act and any applicable state securities laws. The Holder also acknowledges that he shall be responsible for such period following the effective date compliance with all conditions on transfer imposed by any Commissioner of Securities of any state and for any expenses incurred by the Company for legal or accounting services in connection with reviewing such proposed transfer or issuing opinions in connection therewith. The certificate for the shares of Common Stock shall bear the following restrictive legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("STATE ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED FOR VALUE, DIRECTLY OR INDIRECTLY, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH APPLICABLE STATE ACTS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE ACTS, THE AVAILABILITY OF WHICH IS ESTABLISHED TO THE SATISFACTION OF THE COMPANY. If (but without any obligation to do so under this Agreement) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holder) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan, or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the issuance of the Company filed under Underlying Shares, or a registration of an offering of securities, the Securities Act as underwriter of which objects to registration of additional securities), the Company or shall, at such underwriter shall specify reasonably and in good faithtime, not promptly give to exceed 180 days in Holder written notice of such registration. Upon the case written request of the Company’s initial public offering or 90 Holder given within twenty days in the case after mailing of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested notice by the Company, the Grantee Company shall make a written representation cause to the Company that he or she will not sell or offer to sell any Shares unless a be registered under such registration statement shall such Underlying Shares as the Holder has requested to be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not requiredregistered. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (a) If Neither the Committee deems it necessary to comply with SARs nor the Shares issuable upon the exercise of the SARs have been registered under the Securities Act of 1933, or any state securities laws. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities law, laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listedlisted or quoted. As a condition to the exercise of the SARs, the Committee Company may impose require Employee (or other person entitled to exercise) to satisfy any restriction on Awards qualifications that may be necessary or Shares acquired pursuant appropriate, to Awards under evidence compliance with any applicable law or regulation. Employee acknowledges and agrees that Employee is acquiring the Plan as it may deem advisableSARs for investment and not with a view to distribution. In addition, if requested by the Company and any underwriter engaged Unless otherwise determined by the Company, Shares acquired pursuant Employee (or other person entitled to Awards may not be sold or otherwise transferred or disposed exercise) must acknowledge and agree, at the time of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faithexercise, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will is acquiring the Shares for investment and not sell with a view to distribution. Employee, by acceptance hereof, consents to the placement of the following restrictive legends, or offer substantially similar legends, on each certificate to sell any be issued by the Company representing Shares unless a registration statement shall be in effect issued upon exercise of the SARs: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER SUCH ACT AND QUALIFICATION UNDER SUCH STATE SECURITIES LAWS OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW. The Company may also impose stop-transfer instructions with respect to such the Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished subject to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.foregoing restrictions

Securities Law Compliance. 4.1 You acknowledge that the Company currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the shares of the Company’s Common Stock (the “Shares”) subject to the Award. The Company intends to maintain this registration but has no obligation to do so. If the registration ceases to be effective, you will not be able to transfer or sell Shares issued to you pursuant to the Award unless exemptions from registration under applicable securities laws are available. Such exemptions from registration are very limited and might be unavailable. You agree that any resale by you of the shares of Common Stock issued pursuant to the Award shall comply in all respects with the requirements of all applicable securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, and the respective rules and regulations promulgated thereunder) and any other law, rule or regulation applicable thereto, as such laws, rules, and regulations may be amended from time to time. The Company shall not be obligated to either issue the Shares or permit the resale of any Shares if such issuance or resale would violate any such requirements. 4.2 You represent and warrant that you (a) If have been furnished with a copy of the Committee deems it Plan and all information which you deem necessary to comply with any applicable securities lawevaluate the merits and risks of receipt of the Award, or (b) have had the requirements of any stock exchange upon which Shares may be listed, opportunity to ask questions and receive answers concerning the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under information received about the Plan as it may deem advisable. In addition, if requested by the Company Award and any underwriter engaged by the Company, Shares acquired pursuant and (c) have been given the opportunity to Awards may not be sold or otherwise transferred or disposed of for such period following obtain any additional information you deem necessary to verify the effective date accuracy of any information obtained concerning the Award and the Company. 4.3 You hereby agree that you will in no event sell or distribute all or any part of the Shares unless (a) there is an effective registration statement of the Company filed under the Securities Act as and applicable state securities laws covering any such transaction involving the Shares or (b) the Company receives an opinion of your legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such underwriter shall specify reasonably and in good faithtransaction is exempt from registration. 4.4 You confirm that you have been advised, not prior to exceed 180 days in the case your receipt of the Company’s initial public Award, that neither the offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, Shares nor any stock exchange upon which Shares are then listed, offering materials have been reviewed by any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares administrator under the Securities Act of 1933, as amended, and or any other applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not requiredact. (b) If 4.5 You hereby agree to indemnify the Committee determines that Company and hold it harmless from and against any loss, claim or liability, including attorneys' fees or legal expenses, incurred by the exercise or nonforfeitability Company as a result of any breach by you of, or delivery of benefits pursuant toany inaccuracy in, any Award would violate any applicable provision of securities laws representation, warranty or statement made by you in this Agreement or the listing requirements breach by you of any national securities exchange terms or national market system on which are listed any conditions of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable datethis Agreement.

Securities Law Compliance. (a) If XXXX shall be responsible for preparing the Committee deems it necessary Prospectuses and Registration Statements for each class of Contracts and filing them with the SEC and State Securities Commissions, to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, extent required. MONY shall use its best efforts to maintain the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faithContracts and, not to exceed 180 days in the case of Variable Contracts, the Company’s initial public offering related Separate Accounts with the SEC and any applicable State Securities Commission, such efforts to include, without limitation, best efforts to prevent a stop order from being issued by the SEC or 90 days in any such State Securities Commission or, if a stop order has been issued, to cause such stop order to be withdrawn. In the case of any other public offering. All certificates for Shares delivered Variable Contracts, MONY shall take all action required to cause the related Separate Accounts to continue to comply, in all material respects, with the provisions of the 1940 Act and regulations and exemptions thereunder applicable to the Separate Accounts as a registered investment company under the Plan pursuant to 1940 Act. MONY shall not deduct any Award amounts from the assets of any Separate Account, enter into a transaction or arrangement involving the Variable Contracts or the exercise thereof related Separate Account, or cause any Separate Account to enter into any such transaction or arrangement, without obtaining any necessary or customary approvals or exemptions from the SEC or no-action assurance from the SEC staff, and without ensuring that such approval, exemption or assurance applies to IDI as the principal underwriter for such Separate Account and Contracts. MONY shall timely file each post-effective amendment to a Registration Statement, Prospectus, statement of additional information, Rule 24f-2 notice, annual report on Form N-SAR, and all other reports, notices, statements, and amendments required to be filed by or for MONY and/or a Separate Account with the SEC under the 1933 Act, the 1934 Act and/or the 1940 Act or any Regulations, and shall pay all filing or registration fees payable in connection therewith, it being understood that MONY may rely on SEC staff no-action relief or guidance permitting an insurer to cease updating a Registration Statement in appropriate circumstances. To the extent there occurs an event or development (including, without limitation, a change of applicable law, regulation or administrative interpretation) warranting an amendment to either the Registration Statement or supplement to the Prospectus, MONY shall endeavor to prepare, subject to IDI right to review such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities lawmaterial provided in Section 5.b, and file such amendment or supplement with the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply SEC with all such provisions at the earliest practicable datedeliberate speed.

Securities Law Compliance. For so long as any Investor holds any Purchase Shares, the Company shall (a) If the Committee deems it take all action necessary to cause the Common Stock to continue to be registered as a class of securities under Sections 12(g) or 12(b) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take any applicable securities lawaction or file any document (whether or not permitted by the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act, or and (b) prepare and file with the requirements of any stock exchange upon which Shares SEC, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be listednecessary to keep the Registration Statement effective, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by the Company to the Investor. Each Investor shall furnish to the Company such information regarding itself, its affiliates, the Committee may impose any restriction on Awards or Purchase Shares acquired pursuant to Awards under beneficially owned by it and the Plan intended method of distribution thereof as it may deem advisable. In addition, if shall be reasonably requested by the Company in connection with the preparation and filing of any underwriter engaged such amendment to the Registration Statement or any such Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any such amendment to the Registration Statement or any such Prospectus Supplement. The Company shall comply with all applicable federal, state and foreign securities laws in connection with the offer, issuance and sale by the Company of the Purchase Shares contemplated by the Transaction Documents. Without limiting the generality of the foregoing, neither the Company nor any of its officers, directors or affiliates will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, Shares acquired pursuant or which would reasonably be expected to Awards may not be sold cause or otherwise transferred result in, stabilization or disposed manipulation of for such period following the effective date price of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case security of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (a) If The Purchaser acknowledges that the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company Note and any underwriter engaged by the Company, Shares acquired pursuant to Awards may Warrants have not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed been registered under the Securities Act as or any state securities laws and are instead being offered and sold in reliance on exemptions from federal and state securities laws. The Note and Warrants are being acquired by the Company Purchaser solely for the Purchaser’s own account, for investment and not with a view to or such underwriter shall specify reasonably and in good faithfor the resale, not to exceed 180 days in the case of the Company’s initial public offering distribution, subdivision or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities lawfractionalization thereof, and the Committee may cause a legend Purchaser has no plans to enter into, and has not entered into, any contract, undertaking, agreement or legends to be put on any such certificates to make appropriate reference arrangement to such restrictionsend. If so requested by The Purchaser has adequate means of providing for current needs and personal contingencies and would have no need for the liquidity of this intended investment in the Company, . In order to induce the Grantee shall make a written representation Company to issue to the Purchaser the Note and Warrants, it is agreed that the Company that he will have no obligation to recognize the ownership, beneficial or she otherwise, of such securities or any security comprising a part thereof by anyone but the Purchaser. No federal or state agency has passed upon the Note or Warrants or made any finding or determination as to the fairness of this transaction. The Purchaser will not sell attempt to sell, transfer, assign, pledge or offer to sell otherwise dispose of all or any Shares unless a portion of the Note or Warrants in the absence of either an effective registration statement shall or an opinion of securities counsel in form and substance reasonably acceptable to Company and its counsel, that such proposed sale, transfer, assignment, pledge or other disposition would not be in effect with respect to such Shares violation of the Section 5 of Securities Act. Such Purchaser has been advised that the Note and Warrants have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act of 1933, as amended, and any applicable state securities law laws or unless he or she shall have furnished an exemption from such registration requirements is available. The Purchaser is aware that the Company is under no obligation to effect any such registration with respect to the Companyresale of the Note or to file for, or comply with any exemption from registration for such purpose. The Purchaser has not been formed solely for the purpose of making this investment and is purchasing the Note to be acquired by such Purchaser hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in form connection with, the distribution thereof. The Purchaser has such knowledge and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines experience in financial and business matters that the exercise or nonforfeitability ofPurchaser is capable of evaluating the merits and risks of such investment, or delivery is able to incur a complete loss of benefits pursuant to, any Award would violate any applicable provision such investment and is able to bear the economic risk of securities laws or such investment for an indefinite period of time. The Purchaser is an accredited investor as such term is defined in Rule 501 of Regulation D under the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable dateSecurities Act.

Securities Law Compliance. (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which The Shares may issued under this Agreement will not be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards registered under the Plan as it may deem advisable1933 Act, and will be issued to Participant in reliance upon the private placement exemption from such registration provided under Section 4(2) of the 1933 Act. In addition, if requested by Participant hereby confirms that Participant has been informed that the Company issued Shares will be restricted securities under the 1933 Act and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold resold or otherwise transferred unless those shares are first registered under the Federal securities laws or disposed unless an exemption from such registration is available. Accordingly, Participant hereby acknowledges that Participant will acquire the Shares for investment purposes only and not with a view to resale and will hold the Shares for an indefinite period and that Participant is aware that SEC Rule 144 issued under the 1933 Act which exempts certain resales of restricted securities will require such shares to be held for a period of at least one year after their issuance pursuant to this Agreement. Upon demand by the Corporation, Participant shall deliver to the Corporation a representation in writing that Participant will acquire the Shares issued under this Agreement for investment only and not for resale or with a view to distribution, and containing such period following other representations and provisions with respect thereto as the effective date Corporation may require. Should the Corporation make such demand, then delivery of any registration statement such representation shall be a condition precedent to Participant’s right to the issuance of the Company filed under the Securities Act as the Company or such underwriter Shares. Participant shall specify reasonably and in good faith, not to exceed 180 days in the case make no disposition of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for issued Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders unless and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements until there is compliance with all of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and following requirements: Participant shall have provided the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make Corporation with a written representation to summary of the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under terms and conditions of the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she proposed disposition. Participant shall have furnished to provided the CompanyCorporation with an opinion of counsel, in form and substance satisfactory to the CompanyCorporation, that (i) the proposed disposition does not require registration of the Shares under the 1933 Act, or (ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or any exemption from registration available under the 1933 Act (including Rule 144) has been taken. The Corporation shall not be required (i) to transfer on its books any Shares issued pursuant to this Agreement which have been sold or transferred in violation of the provisions of this Agreement, or (ii) to treat as the owner of those Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement.  The stock certificates for any Shares issued under this Agreement shall be endorsed with the following restrictive legend: “The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares may not be sold or offered for sale in the absence of (a) an effective registration statement for the shares under such registration is not required. Act, (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any a ‘no action’ letter of the Company’s equity securitiesSecurities and Exchange Commission with respect to such sale or offer or (c) an opinion of counsel, then in form satisfactory to the Committee may postpone any Corporation, that registration under such exercise, nonforfeitability Act is not required with respect to such sale or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable dateoffer.” 

Securities Law Compliance. (i) The Company meets the requirements for use of Form S-3 under the 1000 Xxx. The Company has prepared and filed the Registration Statement with the Commission, and the Registration Statement has become effective under the 1933 Act; as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement will have been issued under the 1933 Act and no proceedings for that purpose will have been instituted or will be pending or, to the knowledge of the Company, contemplated by the Commission, and any request on the part of the Commission for additional information will have been complied with; as of the Closing Date, the Registration Statement and any amendments thereto will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; each Preliminary Prospectus and Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied or will comply when so filed in all material respects with the 1933 Act; each Preliminary Prospectus and the Prospectus delivered to the Purchaser for use in connection with the offering of the Securities are or will be identical to any electronically transmitted copies thereof filed with the Commission pursuan to EXXXX, except to the extent permitted by Regulation S-T; and neither the Prospectus nor any amendment or supplement thereto includes or will include an untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Purchaser expressly for use in the Registration Statement or the Prospectus. (ii) The documents incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations"), and at the time of filing or as of the time of any subsequent amendment, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading; and any additional documents deemed to be incorporated by reference in the Registration Statement (insofar as it relates to the Securities) or the Prospectus will, if and when such documents are filed with the Commission, or when amended, as appropriate, comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Purchaser expressly for use in the Registration Statement or the Prospectus. (iii) No authorization, approval, consent, order, registration or qualification of or with any court or governmental authority or agency (including, without limitation, any insurance regulatory agency or body) is required in connection with the issuance and sale of the Securities hereunder, the issuance of the Conversion Securities pursuant to the Amended Articles of Incorporation, or the consummation by the Company of any other transactions contemplated hereby, except (a) If such as have been obtained and made under the Committee deems it necessary to comply with any applicable federal securities lawlaws or state insurance laws, or the requirements of any stock exchange upon which Shares (b) such as may be listedrequired under the HSR Act, state or foreign securities or Blue Sky laws, (c) the filing of the Amended Articles of Incorporation, and (d) filings which may be required with various state insurance departments or similar governmental authorities if, by virtue of the issuance of PIK Dividends, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company Purchasers and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed their Affiliates become owners of for such period following the effective date of any registration statement stock of the Company filed in excess of amounts specified by such states, generally ten percent (10%) of the shares of Common Stock outstanding or deemed to be outstanding upon conversion of the Securities. (iv) No "forward looking statement" (as defined in Rule 175 under the Securities Act as 1000 Xxx) contained in the Company Registration Statement or such underwriter shall specify reasonably and the Prospectus was made or reaffirmed without a reasonable basis or was disclosed other than in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. The Buyer understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares issued at the Closing have not been registered under the Securities Act. The Buyer understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the Buyer absent an effective registration statement under the Securities Act except (ai) If to the Committee deems it necessary Company or a subsidiary thereof, (ii) to comply non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities lawlaws of the states and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the requirements Shares issued at the Closing shall contain a legend or restrictive notation to such effect. The Buyer understands and agrees that the Shares, until registered under an effective registration statement, will be subject to transfer restrictions and, as a result of any stock exchange upon which Shares may be listedthese transfer restrictions, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards Buyer may not be sold able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Buyer understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or otherwise transferred or disposed of for such period following the effective date transfer of any registration statement of the Shares. The Buyer understands that, because the Company filed is a shell corporation, the Buyer will not be eligible to use Rule 144 promulgated under the Securities Act as for at least one year after “Form 10” information relating to the Company or such underwriter shall specify reasonably and in good faith, Merger has been filed with the SEC. The Buyer is not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to the “Bad Actor” disqualification, as such stop transfer orders and other restrictions as the Committee may deem advisable under the rulesterms is defined in Rule 506 of Regulation D, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares promulgated under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines Act. The Buyer understands that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable dateShares will be issued in book entry form.

Securities Law Compliance. The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by the Company to the Investors, and for the resale of all the Purchase Shares by the Investors, at all times until the date on which the Investor shall have sold all the Purchase Shares (the “Registration Period”). Without limiting the generality of the foregoing, during the Registration Period, the Company shall (a) If the Committee deems it take all action necessary to cause the Common Stock to continue to be registered as a class of securities under Sections 12(g) or 12(b) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take any applicable securities lawaction or file any document (whether or not permitted by the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act, or and (b) prepare and file with the requirements of any stock exchange upon which Shares SEC, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be listednecessary to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by the Company to the Investor, and for the resale of all of the Purchase Shares by the Investors, at all times during the Registration Period (it being hereby acknowledged and agreed that the Company shall prepare and file with the SEC, at the Company’s expense, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Date”), a new Registration Statement relating to the Purchase Shares, in a form satisfactory to each of the Investors and its counsel, and the Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective within 180 days after the Renewal Date). Each Investor shall furnish to the Company such information regarding itself, its affiliates, the Committee may impose any restriction on Awards or Purchase Shares acquired pursuant to Awards under beneficially owned by it and the Plan intended method of distribution thereof as it may deem advisable. In addition, if shall be reasonably requested by the Company in connection with the preparation and filing of any underwriter engaged such amendment to the Registration Statement (or new Registration Statement) or any such Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any such amendment to the Registration Statement (or new Registration Statement) or any such Prospectus Supplement. The Company shall comply with all applicable federal, state and foreign securities laws in connection with the offer, issuance and sale by the Company of the Purchase Shares contemplated by the Transaction Documents. Without limiting the generality of the foregoing, neither the Company nor any of its officers, directors or affiliates will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, Shares acquired pursuant or which would reasonably be expected to Awards may not be sold cause or otherwise transferred result in, stabilization or disposed manipulation of for such period following the effective date price of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case security of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act or 1933, as amended (the “Securities Act”), or under other applicable securities laws as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933Act, as amended, and or under any other applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (ai) If the Committee deems it necessary to comply with No Member shall effect any applicable securities law, or the requirements Transfer of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired Company Equity Securities unless such Transfer is made pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the an effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award an exemption from, or in a transaction not subject to, the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other registration requirements of the SECSecurities Act and, in either case, in compliance with all applicable state securities laws. The Company shall not cause or permit the Transfer of any stock exchange upon which Shares are then listed, Company Equity Securities to be made on its books (or on any applicable register of securities lawmaintained on its behalf) unless the Transfer is permitted by, and has been made in accordance with the Committee may cause terms of this Agreement and all applicable federal and state securities laws. Any attempted Transfer in violation of the terms hereof shall be null and void ab initio and of no effect. In connection with any Transfer of Company Equity Securities by a legend or legends Member, the Company may, in its sole discretion, request an opinion in form and substance reasonably satisfactory to be put on any such certificates to make appropriate reference the Board of counsel to such restrictions. If so requested by the Company, the Grantee shall make a written representation Member reasonably satisfactory to the Company stating that he or she will not sell or offer to sell any Shares unless a such transaction is exempt from registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any in compliance with applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not requiredlaws. (bii) If From and after the Committee determines date hereof, and until such time as such securities have been sold to the public pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from such registration, all certificates (if any) representing Company Equity Securities that are held by any Unitholder shall bear a legend which shall state the exercise or nonforfeitability offollowing: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or AS AMENDED, AND NO INTEREST HEREIN MAY BE SOLD, OFFERED, ASSIGNED, DISTRIBUTED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING ANY SUCH TRANSACTION OR (B) THE COMPANY RECEIVES AN OPINION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS OR (C) THE COMPANY AND ITS COUNSEL ARE OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ALL STATE SECURITIES LAWS.” Nothing contained herein shall require the delivery of benefits pursuant to, any Award would violate certificate to any applicable provision of securities laws or Member at any time when the listing requirements of any national securities exchange or national market system on which Units are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable datenot certificated.

Securities Law Compliance. (a) If the Committee deems The Purchaser covenants that it necessary to will comply with any applicable securities law, or the prospectus delivery requirements of the Securities Act with respect to any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired registration statement filed pursuant to Awards under the Plan as Section 5 of this Agreement or in which Registrable Securities held by it may deem advisableare included pursuant to Section 6 of this Agreement. In addition, if requested by The Purchaser agrees to make customary representations and warranties to the Company and any underwriter engaged the underwriters or distributors, if any, in form, substance and scope as are customarily made as to ownership of stock by selling stockholders in underwritten public offerings, but the Company, Shares acquired pursuant to Awards may Purchaser shall not be sold required to make any representation or otherwise transferred warranty as to the accuracy or disposed completeness of for such period following the effective date of any registration statement of the Company filed under the Securities Act (except as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation information furnished to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under by the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not requiredPurchaser expressly for use therein). (b) If The Purchaser agrees that, immediately upon receipt of a notification as referred to in subparagraph (e) of Section 9, it will refrain from selling Registrable Securities under the Committee determines registration statement filed pursuant to Section 5 of this Agreement or in which Registrable Securities held by it are included pursuant to Section 6 of this Agreement until (i) subsequently notified by the Company that the exercise registration statement is current or nonforfeitability of(ii) receipt of a favorable opinion of counsel as hereinbelow provided. The Company agrees that it will consult with the Purchaser following the giving of any such notification, and that in the event the Purchaser is of the view that its securities could be sold in compliance with the Securities Act and the Exchange Act without disclosure of the nonpublic information which is the subject of the notification, the parties hereto agree to be bound by an opinion of Kirkpatrick & Lockhart LLP or delivery other counsel reasonably satisfacxxxx xxxx xo txx Xxxxxaser and to the Company as to whether such sales can be made without violation of benefits pursuant to, any Award would violate any applicable provision of securities laws the Securities Act or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable dateExchange Act.

Securities Law Compliance. The Holder hereby represents, warrants and acknowledges to the Company as follows: (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements It is an “accredited investor” (as such term is defined in paragraph (a) of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed Rule 501 of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares Regulation D under the Securities Act of 1933, as amendedamended (the “1933 Act”)), and any applicable state securities law or unless he or she shall have furnished has such knowledge and experience in financial and business matters as to be capable of evaluating the Company, merits and risks of an investment in form the Shares and substance satisfactory to the Company, that such registration is not requiredmaking an informed investment decision. (b) If the Committee determines It understands that the exercise Shares have not been registered under the 1933 Act or nonforfeitability any applicable state securities laws, and that the sale and issuance of the Shares are being made in reliance on one or more exemptions from registration under the 1933 Act and under applicable registration exemptions from state securities laws. (c) It acknowledges that no agency, governmental authority, regulatory body, stock market or other entity (including, without limitation, the Securities and Exchange Commission or any state securities commission) has made any finding or determination as to the merit for investment of, nor have any such agencies or delivery of benefits pursuant governmental authorities made any recommendation or endorsement with respect to, the Shares. (d) It is acquiring the Shares for its own account, for investment purposes only, and not with a view to any Award would violate any applicable provision resale or distribution in violation of securities laws or the listing registration requirements of any national securities exchange the 1933 Act; and the Holder will not offer, sell or national market system on which are listed otherwise transfer any of the Company’s equity securitiesShares except under circumstances which will not result in a violation of the 1933 Act. (e) It has been given a reasonable opportunity to review all documents, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but books and records of the Company shall use all reasonable efforts pertaining to cause such exercisethe investment represented by the Shares, nonforfeitability or delivery to comply has been supplied with all additional information concerning the Company and the Shares that it has requested, has had a reasonable opportunity to ask questions of and receive answers from the Company or its representatives concerning this investment, all such provisions at questions have been answered to its full satisfaction. (f) It acknowledges that no purchase of the earliest practicable dateShares has resulted from any general solicitation or general advertising (as such terms are used in Regulation D under the 1933 Act), including advertisements, articles, press releases, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (g) It acknowledges that there are significant restrictions and limitations on the transferability of the Shares. It consents to the Company giving instructions to its transfer agent and/or registrar in order to implement the restrictions and limitations on transfer as required under the 1933 Act and as set forth herein. (h) Until such time as the same is no longer required under applicable requirements of the 1933 Act or applicable state securities laws, stock certificates representing the Shares, and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend in substantially the following form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY ACCEPTING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE STATES SECURITIES LAWS, (C) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN ACCORDANCE WITH ANY OTHER EXEMPTION UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS UPON THE DELIVERY OF A LEGAL OPINION, REASONABLY SATISFACTORY TO THE ISSUER, TO THE FOREGOING EFFECT.”

Securities Law Compliance. (a) If the Committee deems it necessary 1. Purchaser represents to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares that the Preferred Stock being purchased by the Purchaser is being acquired pursuant to Awards may for the Purchaser's own separate account, for investment only, and not be sold with a view to, or otherwise transferred or disposed of for such period following the effective date of sale in connection with, any registration statement distribution of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and Preferred Stock in good faith, not to exceed 180 days in the case violation of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amendedamended (the "Securities Act"), or any rule or regulation under the Securities Act. The Purchaser further represents and agrees not to take, or cause to be taken, any action that would deem it to be an underwriter (as defined in the Securities Act) of the Preferred Stock. The Purchaser understands and agrees that (a) the Preferred Stock may not be transferred or sold for value in the absence of registration or qualification or an exemption from registration or qualification under the Securities Act, and the securities or Blue Sky laws of any applicable state securities law or unless he or she shall have furnished to the Companystate, in form and substance satisfactory to the Companyas required, that such registration is not required. (b) If a stop transfer instruction will be issued with respect to the Committee determines that Preferred Stock, and (c) the exercise or nonforfeitability offollowing legend will be placed on the certificates representing the Preferred Stock to be received : THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or delivery of benefits pursuant toTHE NEVADA SECURITIES ACT OR OKLAHOMA SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR QUALIFICATION OF THEM UNDER THE SECURITIES ACT OF 1933, any Award would violate any applicable provision of securities laws or THE NEVADA SECURITIES ACT AND THE SECURITIES OR BLUE SKY LAWS OF ANY OTHER STATE, AS REQUIRED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER SUCH ACTS AND/OR LAWS. In addition, the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any Purchaser shall deliver such exercise, nonforfeitability or delivery, documents and other information as applicable, but the Company shall use all reasonable efforts reasonably require to cause such exercise, nonforfeitability or delivery to comply with all such provisions at verify their its status as an "Accredited Investor" for purposes of Regulation D of the earliest practicable dateSecurities and Exchange Commission. .

Securities Law Compliance. The Offering Documents as of their --------------------------- respective dates do, and as of the date of the Term Sheet and each Closing shall describe the material aspects of an investment in the Company and conform in all respects with the requirements of Section 4(2) of the Securities Act and Regulation D promulgated thereunder and with the requirements of all other published rules and regulations of the Securities and Exchange Commission (athe "Commission") currently in effect relating to "private offerings" to "accredited investors" of the type contemplated by the Company. The Offering Documents shall not as of the date of the Term Sheet and each Closing contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information relating to the Placement Agent which is provided in writing by the Placement Agent to the Company specifically for inclusion in the Offering Documents. If at any time prior to the Committee deems completion of the Offering or other termination of this Agreement any event shall occur as a result of which it might become necessary to amend or supplement the Offering Documents so that they do not include any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then existing, not misleading, the Company will promptly notify the Placement Agent and will supply the Placement Agent (or the prospective purchasers designated by the Placement Agent) with amendments or supplements correcting such statement or omission. The Company will also provide the Placement Agent for delivery to all offerees and purchasers and their representatives, if any, any information, documents and instruments which the Placement Agent and the Company's counsel reasonably deem necessary to comply with applicable state and federal law. The Company acknowledges that the Placement Agent (i) has not supplied any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of information for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days inclusion in the case of Offering Documents other than information relating to the Company’s initial public offering or 90 days Placement Agent furnished in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation writing to the Company that he or she will not sell or offer by the Placement Agent specifically for inclusion in the Offering Documents; (ii) has no obligation to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed independently verify any of the Company’s equity securitiesinformation in the Offering Documents; and (iii) has no responsibility for the accuracy or completeness of the Offering Documents, then except for the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but information relating to the Placement Agent furnished in writing by the Placement Agent to the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at specifically for inclusion in the earliest practicable dateOffering Documents.

Securities Law Compliance. The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by the Company to the Investors, and for the resale by the Investors, at all times until the date on which the Investors shall have sold all the Purchase Shares (the "Registration Period"). Without limiting the generality of the foregoing, during the Registration Period, the Company shall (a) If the Committee deems it take all action necessary to cause the Common Stock to continue to be registered as a class of securities under Sections 12(b) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take any applicable securities lawaction or file any document (whether or not permitted by the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act, or and (b) prepare and file with the requirements of any stock exchange upon which Shares SEC, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be listednecessary to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by the Company to the Investors, and for the resale of all of the Purchase Shares by the Investors, at all times during the Registration Period. Each Investor shall furnish to the Company such information regarding itself, the Committee may impose any restriction on Awards or Purchase Shares acquired pursuant to Awards under held by it and the Plan intended method of distribution thereof as it may deem advisable. In addition, if shall be reasonably requested by the Company in connection with the preparation and filing of any underwriter engaged such amendment to the Registration Statement or any such Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any such amendment to the Registration Statement or any such Prospectus Supplement. The Company shall comply with all applicable federal, state and foreign securities laws in connection with the offer, issuance and sale of the Purchase Shares contemplated by the Transaction Documents. Without limiting the generality of the foregoing, neither the Company nor any of its officers, directors or affiliates will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, Shares acquired pursuant or which would reasonably be expected to Awards may not be sold cause or otherwise transferred result in, stabilization or disposed manipulation of for such period following the effective date price of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case security of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (a) If The Company's common stock is registered under Section 12(g) of the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired Exchange Act pursuant to Awards under the Plan as it may deem advisable. In additiona Form 10-SB which became effective on or about September 6, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required1999. (b) The currently outstanding common stock of the Company was issued pursuant to valid exemptions from registration under the Securities Act pursuant to Regulation D promulgated thereunder. The currently outstanding common stock of the Company was issued pursuant to valid exemptions from registration under the securities laws of the states and foreign jurisdictions where the offerings of such common stock occurred. (c) To the best knowledge of the Company, all officers, directors and 5% or greater beneficial owners of the Company have complied with their obligations under Section 16 of the Exchange Act, and have done so in a timely fashion for the past 24 months. (d) To the best knowledge of the Company, neither the Company nor any promoter, officer, director or 5% or greater beneficial owner of the Company is subject to the disqualifications described in Section 230.262 of Regulation A promulgated under the Securities Act, nor are proceedings pending or threatened which would, if adversely decided, result in any such disqualification. (e) None of the information contained in any proxy, information statement or current report to be filed with the SEC by the Company in connection with the Merger, at the time such document is filed with the SEC, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and any proxy or information statement relating to the Merger will, at the date mailed to stockholders and at the time of any Company stockholder meeting or action by written consent, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Committee determines that Effective Time any event in respect of the exercise Company, its officers and directors or nonforfeitability any of its subsidiaries should occur which is required to be described in an amendment of, or delivery of benefits pursuant a supplement to, any Award would violate any applicable provision of securities laws such SEC filings, the Company shall promptly so advise MiNT and such event shall be so described, and such amendment or supplement (which MiNT shall have a reasonable opportunity to review) shall be promptly filed with the listing requirements of any national securities exchange or national market system on which are listed any SEC and, as required by law, disseminated to the stockholders of the Company’s equity securities, then . The proxy or information statement will comply as to form in all material respects with the Committee may postpone provisions of the Exchange Act and the rules and regulations thereunder. No representation is made under this Section 4.15(e) with respect to any such exercise, nonforfeitability statements made or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability incorporated by reference in any SEC filings based on information supplied by MiNT specifically for inclusion or delivery to comply with all such provisions at the earliest practicable dateincorporation by reference therein.

Securities Law Compliance. For so long as any Investor holds any Securities, the Company shall (a) If the Committee deems it take all action necessary to cause the Common Stock to continue to be registered as a class of securities under Sections 12(g) or 12(b) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take any applicable securities lawaction or file any document (whether or not permitted by the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act, or and (b) prepare and file with the requirements of any stock exchange upon which Shares SEC, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be listednecessary to keep the Registration Statement effective, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Securities by the Company to the Investor. Each Investor shall furnish to the Company such information regarding itself, its Affiliates, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under Securities beneficially owned by it and the Plan intended method of distribution thereof as it may deem advisable. In addition, if shall be reasonably requested by the Company in connection with the preparation and filing of any underwriter engaged such amendment to the Registration Statement or any such Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any such amendment to the Registration Statement or any such Prospectus Supplement. The Company shall comply with all applicable federal, state and foreign securities laws in connection with the offer, issuance and sale by the Company of the Securities contemplated by the Transaction Documents. Without limiting the generality of the foregoing, neither the Company nor any of its officers, directors or Affiliates will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, Shares acquired pursuant or which would reasonably be expected to Awards may not be sold cause or otherwise transferred result in, stabilization or disposed manipulation of for such period following the effective date price of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case security of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof AFLIC shall be subject to such stop transfer orders responsible for preparing the Prospectuses and other restrictions as the Committee may deem advisable under the rules, regulations Registration Statements for each class of Variable Contracts and other requirements of filing them with the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, to the extent required. AFLIC shall use its best efforts to maintain the registration of the Variable Contracts and the Committee may cause related Variable Accounts with the SEC, such efforts to include, without limitation, best efforts to prevent a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested stop order from being issued by the CompanySEC or, the Grantee shall make if a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933stop order has been issued, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercisestop order to be withdrawn. AFLIC shall take all action required to cause the Variable Accounts to continue to comply, nonforfeitability in all material respects, with the provisions of the 1940 Act and regulations and exemptions thereunder applicable to the Variable Accounts as a registered investment company under the 1940 Act. AFLIC shall not deduct any amounts from the assets of any Variable Account, enter into a transaction or delivery arrangement involving the Variable Contracts or the related Variable Account, or cause any Variable Account to comply enter into any such transaction or arrangement, without obtaining any necessary or customary approvals or exemptions from the SEC or no-action assurance from the SEC staff, and without ensuring that such approval, exemption or assurance applies to Distributor as the principal underwriter for such Variable Account and Variable Contracts. AFLIC shall timely file each post-effective amendment to a Registration Statement, Prospectus, statement of additional information, Rule 24f-2 notice, annual report on Form N-S AR, and all other reports, notices, statements, and amendments required to be filed by or for AFLIC and/or a Variable Account with the SEC under the 1933 Act, the 1934 Act and/or the 1940 Act or any Regulations, and shall pay all filing or registration fees payable in connection therewith. To the extent there occurs an event or development (including, without limitation, a change of applicable law, regulation or administrative interpretation) warranting an amendment to either the Registration Statement or supplement to the Prospectus, AFLIC shall endeavor to prepare, subject to Distributor’s right to review such material provided in Section 3(b), and file such amendment or supplement with the SEC with all such provisions at the earliest practicable datedeliberate speed.

Securities Law Compliance. (a) If Each Stockholder agrees that it will not effect any Transfer of Company Equity Securities unless such Transfer is made pursuant to an effective registration statement under the Committee deems it necessary Securities Act or pursuant to comply an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, in either case, in compliance with all applicable state securities laws. The Company agrees, and each Stockholder understands and consents, that the Company will not cause or permit the Transfer of any Company Equity Securities to be made on its books (or on any register of securities maintained on its behalf) unless the Transfer is permitted by, and has been made in accordance with the terms of this Agreement and all applicable federal and state securities laws. Any attempted Transfer in violation of the terms hereof shall be null and void ab initio and of no effect. Each Stockholder agrees that in connection with any Transfer of Company Equity Securities that is not made pursuant to a registered public offering, the Company may, in its sole discretion, request an opinion in form and substance reasonably satisfactory to the Company of counsel reasonably satisfactory to the Company (which may include internal counsel of such Stockholder) stating that such transaction is exempt from registration under the Securities Act and in compliance with applicable state securities lawlaws. (b) From and after the date hereof, and until such time as such securities (i) have been sold to the public pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from such registration, or (ii) are eligible to be sold pursuant to clause (k) of Rule 144 (or any successor clause or Rule) under the requirements of any stock exchange upon which Shares may be listedSecurities Act, and, in each case, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under holder of such securities shall have requested the Plan as it may deem advisable. In additionissuance of new certificates in writing and, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, an opinion in form and substance reasonably satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery Company of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but counsel reasonably satisfactory to the Company (which may include internal counsel of such Stockholder) to such effect, all certificates representing Company Equity Securities that are held by any Stockholder shall use all reasonable efforts to cause such exercisebear a legend which shall state the following: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, nonforfeitability or delivery to comply with all such provisions at the earliest practicable dateAS AMENDED, AND NO INTEREST HEREIN MAY BE SOLD, OFFERED, ASSIGNED, DISTRIBUTED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING ANY SUCH TRANSACTION OR (B) THE COMPANY RECEIVES AN OPINION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS OR (C) THE COMPANY AND ITS COUNSEL ARE OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ALL STATE SECURITIES LAWS."

Securities Law Compliance. Except pursuant to the requirements of Rule 144 of the Securities Act, the Warrant and Warrant Shares may not be sold, transferred, assigned or otherwise disposed of except as follows: (a) If to a person who, in the Committee deems it necessary opinion of counsel satisfactory to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by in the opinion of the Company's counsel, is a person to whom the Warrant or Warrant Shares acquired pursuant to Awards may not legally be sold or otherwise transferred or disposed of for such period following the effective date of any without registration statement of the Company filed under the Securities Act as and without the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case delivery of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant a current prospectus with respect thereto; or (b) to any Award or person upon delivery of a prospectus then meeting the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference Securities Act relating to such restrictions. If so requested by the Company, the Grantee shall make a written representation securities (as to the Company that he or she will not sell or offer to sell any Shares unless which a registration statement shall be in effect with respect to such Shares under the Securities Act shall then be in effect) and the offering thereof for such sale or disposition. The Holder agrees that it will not at any time offer to sell, sell, transfer, pledge or otherwise dispose of 1933this Warrant, as amendedor, and upon receipt of the Warrant Shares after exercise hereof, any applicable state securities law of such Warrant Shares, except pursuant to either (a) an effective registration statement under the Securities Act or unless he or she shall have furnished (b) an opinion of counsel satisfactory to the CompanyCompany to the effect that such registration is not required. The Holder acknowledges that, in taking this unregistered Warrant, or in taking unregistered Warrant Shares upon exercise hereof, the Holder must continue to bear the economic risk of such investments for what may be an indefinite period of time. The Holder further agrees hereby that, prior to any transfer of this Warrant or any Warrant Shares received upon any exercise hereof (if such Warrant and/or Warrant Shares are not registered under the Securities Act), it will give written notice to the Company of its intention to effect such transfer. Upon receipt of such notice, the Company will promptly present it to counsel for the Company and counsel for the Holder and if the Company receives the opinion of such counsel, in form and substance satisfactory to the Company, that such the proposed transfer may be effected without registration is not required. (b) If under the Committee determines that Securities Act and applicable state law, the exercise or nonforfeitability of, or delivery Holder shall be promptly notified and shall be entitled to effect the transfer of benefits pursuant to, any Award would violate any applicable provision this Warrant and/or the Warrant Shares in accordance with the terms specified in the notice delivered to the Company. The provisions of securities laws or the listing requirements this Section 8.2 shall be binding upon all subsequent Holders of any national securities exchange or national market system on which are listed any this Warrant and upon all subsequent holders of the Company’s equity securities, then certificates for the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but Common Stock bearing the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable datelegend specified in Section 2.5 hereof.

Securities Law Compliance. (a) If The Option Holder represents and agrees that the Committee deems option rights hereunder are, and the shares to be acquired upon exercising the option rights will be, acquired for investment, and not with a view to the sale or distribution thereof. The Option Holder also represents and agrees that by reason of his, her or its business or financial experience he, she or it necessary to comply with any applicable securities law, or is capable of evaluating the requirements risks and merits of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by an investment in the Company and any underwriter engaged by of protecting his, her or its own interests in connection with an investment in the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following . Option Holder understands and acknowledges that the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, option rights hereunder and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will underlying shares have not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares been registered under the Securities Act of 1933, as amendedamended (the "Act") or French securities laws, or qualified under any state securities laws in the United States (collectively, "Applicable Securities Laws") and that, notwithstanding any other provision in this Agreement to the contrary, the exercise of any rights to purchase shares hereunder is expressly conditioned upon compliance with the Act and all applicable state securities law laws. In the event that the sale of shares is not registered under the Act or unless he is not registered or she qualified under applicable state securities laws, but an exemption is available which requires an investment representation or other representation, the Option Holder shall have furnished represent and agree at the time of exercise that the shares being acquired upon exercising the option rights are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. Certificates evidencing shares acquired under this Agreement in an unregistered transaction may (as deemed necessary by counsel to the Company, in form ) bear the following restrictive legend (and substance satisfactory to such other restrictive legends as are required or deemed advisable under the Company, that such registration is not requiredprovisions of any applicable law): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933." (b) If the Committee determines The Option Holder further acknowledges and agrees that the shares of common stock which he, she or it will be entitled to purchase upon the exercise of options granted hereunder may not be transferred or nonforfeitability of, resold except as permitted under the Applicable Securities Laws or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable datean exemption therefrom.

Securities Law Compliance. (a) If The shares of Purchaser Common Stock issuable to the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired Stockholders pursuant to Awards this Agreement are intended to be issued pursuant to an exemption or exemptions from registration under Regulation D and the exemption from qualification under the Plan Laws of applicable state securities laws. The certificates for shares of Purchaser Common Stock to be issued in the Merger shall bear appropriate legends to identify such privately placed shares as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed being restricted under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect comply with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not requiredlaws. (b) If As promptly as practical after the Committee determines that Closing, Purchaser shall prepare and make such filings as are required under applicable blue sky laws relating to the exercise or nonforfeitability of, or delivery transactions contemplated by this Agreement. The Equityholder Representative shall assist Purchaser as may be necessary to provide Purchaser the information necessary to enable it to comply with the securities and blue sky laws relating to the transactions contemplated by this Agreement. (c) The shares of benefits pursuant to, any Award would violate any applicable provision of Purchaser Common Stock to be issued in connection with this Agreement have not been registered under the Securities Act and/or state securities laws or the listing requirements of any national securities exchange or national market system on which are listed any “blue sky” laws. The offering of the Company’s equity securitiesshares of Purchaser Common Stock contemplated hereby is to be effected pursuant to an exemption from the registration requirements imposed by such laws and Purchaser is under no obligation to register the shares of Purchaser Common Stock. (d) Prior to the Closing Date, then at the Committee may postpone any such exerciserequest of Purchaser, nonforfeitability or delivery, as applicable, but the Company Target shall use all its commercially reasonable efforts to cause each Stockholder and Optionholder to execute and deliver to Purchaser such exercise, nonforfeitability instruments and do and perform such acts and things as may be necessary or delivery to comply desirable for complying with all such provisions at applicable securities Laws and other Laws. Target shall inform the earliest practicable dateStockholders and Optionholder of the confidential nature of this Agreement. (e) Purchaser shall include in its listing application, if any, to be filed with a national securities exchange all of the shares of Purchaser Common Stock to be issued in the Merger.

Securities Law Compliance. (a) If XXXX shall be responsible for preparing the Committee deems it necessary Prospectuses and Registration Statements for each class of Contracts and filing them with the SEC and State Securities Commissions, to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, extent required. MONY shall use its best efforts to maintain the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faithContracts and, not to exceed 180 days in the case of Variable Contracts, the Company’s initial public offering related Separate Accounts with the SEC and any applicable State Securities Commission, such efforts to include, without limitation, best efforts to prevent a stop order from being issued by the SEC or 90 days in any such State Securities Commission or, if a stop order has been issued, to cause such stop order to be withdrawn. In the case of any other public offering. All certificates for Shares delivered Variable Contracts, MONY shall take all action required to cause the related Separate Accounts to continue to comply, in all material respects, with the provisions of the 1940 Act and regulations and exemptions thereunder applicable to the Separate Accounts as a registered investment company under the Plan pursuant to 1940 Act. MONY shall not deduct any Award amounts from the assets of any Separate Account, enter into a transaction or arrangement involving the Variable Contracts or the exercise thereof related Separate Account, or cause any Separate Account to enter into any such transaction or arrangement, without obtaining any necessary or customary approvals or exemptions from the SEC or no-action assurance from the SEC staff, and without ensuring that such approval, exemption or assurance applies to IDI as the principal underwriter for such Separate Account and Contracts. MONY shall timely file each post-effective amendment to a Registration Statement, Prospectus, statement of additional information, Rule 24f-2 notice, annual report on Form N-SAR, and all other reports, notices, statements, and amendments required to be filed by or for MONY and/or a Separate Account with the SEC under the 1933 Act, the 1934 Act and/or the 1940 Act or any Regulations, and shall pay all filing or registration fees payable in connection therewith, it being understood that MONY may rely on SEC staff no-action relief or guidance permitting an insurer to cease updating a Registration Statement in appropriate circumstances. To the extent there occurs an event or development (including, without limitation, a change of applicable law, regulation or administrative interpretation) warranting an amendment to either the Registration Statement or supplement to the Prospectus, MONY shall endeavor to prepare, subject to IDI's right to review such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities lawmaterial provided in Section 5.b, and file such amendment or supplement with the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply SEC with all such provisions at the earliest practicable datedeliberate speed.

Securities Law Compliance. Except pursuant to the requirements of and in compliance with Rule 144 of the Securities Act, the Warrant and Warrant Shares may not be sold, transferred, assigned or otherwise disposed of except as follows: (a) If to a person who, in the Committee deems it necessary opinion of counsel satisfactory to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by in the opinion of the Company's counsel, is a person to whom the Warrant Shares acquired pursuant to Awards may not legally be sold or otherwise transferred or disposed of for such period following the effective date of any without registration statement of the Company filed under the Securities Act as and without the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case delivery of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant a current prospectus with respect thereto; or (b) to any Award or person upon delivery of a prospectus then meeting the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference Securities Act relating to such restrictions. If so requested by the Company, the Grantee shall make a written representation securities (as to the Company that he or she will not sell or offer to sell any Shares unless which a registration statement shall be in effect with respect to such Shares under the Securities Act shall then be in effect) and the offering thereof for such sale or disposition. The Holder agrees that it will not at any time offer to sell, sell, transfer, pledge or otherwise dispose of 1933this Warrant, as amendedor, and upon receipt of Common Stock after exercise hereof, any applicable state securities law of such Common Stock, except pursuant to either (a) an effective registration statement under the Securities Act or unless he or she shall have furnished (b) an opinion of counsel satisfactory to the CompanyCompany to the effect that such registration is not required. The Holder acknowledges that, in taking this unregistered Warrant, or in taking unregistered Common Stock upon exercise hereof, the Holder must continue to bear the economic risk of such investments for what may be an indefinite period of time. The Holder further agrees hereby that, prior to any transfer of this Warrant or the Common Stock received upon any exercise hereof (if such Warrant and/or Common Stock are not registered under the Securities Act), it will give written notice to the Company of its intention to effect such transfer. Upon receipt of such notice, the Company will promptly present it to counsel for the Company and counsel for the Holder and if the Company receives the opinion of such counsel, in form and substance satisfactory to the Company, that such the proposed transfer may be effected without registration is not required. (b) If under the Committee determines that Securities Act and applicable state law, the exercise or nonforfeitability of, or delivery Holder shall be promptly notified and shall be entitled to effect the transfer of benefits pursuant to, any Award would violate any applicable provision this Warrant and/or the Common Stock in accordance with the terms specified in the notice delivered to the Company. The provisions of securities laws or the listing requirements this Section 8.2 shall be binding upon all subsequent Holders of any national securities exchange or national market system on which are listed any this Warrant and upon all subsequent holders of the Company’s equity securities, then certificates for the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but Common Stock bearing the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable datelegend specified in Section 3 hereof.

Securities Law Compliance. (a) If Each Stockholder agrees that it will not effect any Transfer of Company Equity Securities held by such Stockholder unless such Transfer is made pursuant to an effective registration statement under the Committee deems it necessary Securities Act or pursuant to comply an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, in either case, in compliance with all applicable state securities laws. The Company agrees, and each Stockholder understands and consents, that (i) the Company will not cause or permit the Transfer of any Company Equity Securities to be made on its books (or on any register of securities maintained on its behalf) unless the Transfer is permitted by, and has been made in accordance with the terms of this Agreement and all applicable federal and state securities laws and (ii) no Transfer of Company Equity Securities under this Article II shall be permitted if such Transfer would require the Company to register a class of equity securities under Section 12 of the Exchange Act under circumstances where the Company does not then have securities of any class registered under Section 12 of the Exchange Act. Any attempted Transfer in violation of the terms hereof shall be null and void ab initio and of no effect. Each Stockholder agrees that in connection with any applicable securities law, or the requirements Transfer of any stock exchange upon which Shares may be listedCompany Equity Securities that is not made pursuant to a registered public offering, the Committee may impose any restriction on Awards or Shares acquired Company may, in its sole discretion, request an opinion in form and substance reasonably satisfactory to the Company of counsel reasonably satisfactory to the Company stating that such transaction is exempt from registration under the Securities Act and in compliance with applicable state securities laws. (b) From and after the date hereof, and until such time as such securities have been sold to the public pursuant to Awards an effective registration statement under the Plan as it may deem advisable. In additionSecurities Act or pursuant to an exemption from such registration and the holder of such securities shall have requested the issuance of new certificates in writing and, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, an opinion in form and substance reasonably satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery Company of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but counsel reasonably satisfactory to the Company to such effect, all certificates representing Company Equity Securities that are held by any Stockholder shall use all reasonable efforts to cause such exercisebear a legend which shall state the following: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, nonforfeitability or delivery to comply with all such provisions at the earliest practicable dateAS AMENDED, AND NO INTEREST HEREIN MAY BE SOLD, OFFERED, ASSIGNED, DISTRIBUTED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING ANY SUCH TRANSACTION OR (B) THE COMPANY RECEIVES AN OPINION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS OR (C) THE COMPANY AND ITS COUNSEL ARE OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ALL STATE SECURITIES LAWS.”

Securities Law Compliance. (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee Com—:rtee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 19331993, as amended, and any applicable state securities law or unless un:ess he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s 's equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (a) If The Option Holder represents and agrees that the Committee deems option rights hereunder are, and the shares to be acquired upon exercising the option rights will be, acquired for investment, and not with a view to the sale or distribution thereof. The Option Holder also represents and agrees that by reason of his, her or its business or financial experience he, she or it necessary to comply with any applicable securities law, or is capable of evaluating the requirements risks and merits of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by an investment in the Company and any underwriter engaged by of protecting his, her or its own interests in connection with an investment in the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following . Option Holder understands and acknowledges that the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, option rights hereunder and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will underlying shares have not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares been registered under the Securities Act of 1933, as amendedamended (the "Act") or French securities laws, or qualified under any state securities laws in the United States (collectively, "Applicable Securities Laws") and that, notwithstanding any other provision in this Agreement to the contrary, the exercise of any rights to purchase shares hereunder is expressly conditioned upon compliance with the Act and all applicable state securities law laws. In the event that the sale of shares is not registered under the Act or unless he is not registered or she qualified under applicable state securities laws, but an exemption is available which requires an investment representation or other representation, the Option Holder shall have furnished represent and agree at the time of exercise that the shares being acquired upon exercising the option rights are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. Certificates evidencing shares acquired under this Agreement in an unregistered transaction may (as deemed necessary by counsel to the Company, in form ) bear the following restrictive legend (and substance satisfactory to such other restrictive legends as are required or deemed advisable under the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery provisions of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable datelaw): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933."

Securities Law Compliance. GSV shall take all commercially reasonable steps as may be required to cause the GSV Shares to be issued under the Plan of Arrangement pursuant to an exemption from the prospectus and registration requirements of Applicable Laws. The Parties agree that the Arrangement will be carried out with the intention that all GSV Shares, GSV Agent Warrants, GSV Special Warrants and GSV Underlying Securities issued on completion of the Arrangement to the JKR Securityholders in the United States will be issued by GSV in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the "Section 3(a)(10) Exemption") and pursuant to exemptions from applicable state securities laws. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall Arrangement will be subject to such stop transfer orders the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the Court hearing at which the Final Order will be sought; (c) the Court will have determined, prior to approving the Arrangement, that the terms and other restrictions as conditions the Committee may deem advisable Arrangement and the exchange of securities thereunder are fair to the JKR Securityholders; (d) the JKR Securityholders will be advised that the securities issued in the Arrangement have not been registered under the rules, regulations U.S. Securities Act and other requirements will be issued by GSV in reliance on the Section 3(a)(10) Exemption and exemptions under applicable state securities laws and may be subject to restrictions on resale under the securities laws of the SECUnited States, any stock exchange upon which Shares are then listedincluding, any applicable securities lawas applicable, and Rule 144 under the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect U.S. Securities Act with respect to JKR Securityholders who have been, are or become affiliates of JKR or GSV; (e) the Interim Order approving the JKR Meeting to approve the Arrangement will specify that each JKR Securityholder will have the right to appear before the Court at the hearing of the Court to consider the Arrangement so long as such Shares under JKR Securityholder enters an appearance within a reasonable time; and (f) the Final Order shall include a statement to the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, and any applicable state from the registration requirements otherwise imposed by that Act, regarding the distribution of securities law or unless he or she shall have furnished of Gold Standard Ventures Corp. pursuant to the Company, in form and substance satisfactory to the Company, that such registration is not requiredPlan of Arrangement. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.”

Securities Law Compliance. (a1) If The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Committee deems it necessary Warrant Shares to comply with be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any applicable other party, and for investment, and that the Holder will not offer, sell, transfer, assign or otherwise dispose of this Warrant or any shares of Class A Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any state securities law, or the requirements laws. Upon exercise of any stock exchange upon which Shares may be listedthis Warrant, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In additionHolder shall, if requested by Xxxxxxx, confirm in writing, in a form satisfactory to Caliber, that the Company shares of Class A Common Stock so purchased are being acquired solely for the Holder's own account and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of as a nominee for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates party, for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities lawinvestment, and the Committee may cause not with a legend view toward distribution or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not requiredresale. (b2) If This Warrant and all shares of Class A Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the Committee determines that the exercise or nonforfeitability offollowing form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, or delivery of benefits pursuant toAS AMENDED, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securitiesAND APPLICABLE STATE SECURITIES LAWS, then the Committee may postpone any such exerciseAND, nonforfeitability or deliveryACCORDINGLY, as applicableTHESE SECURITIES MAY NOT BE SOLD, but the Company shall use all reasonable efforts to cause such exerciseTRANSFERRED OR OTHERWISE DISPOSED OF UNLESS, nonforfeitability or delivery to comply with all such provisions at the earliest practicable dateIN THE OPINION OF COUNSEL FOR OR SATISFACTORY TO THE ISSUER, REGISTRATION UNDER THE APPLICABLE FEDERAL OR STATE SECURITIES LAWS IS NOT REQUIRED OR COMPLIANCE IS MADE WITH SUCH REGISTRATION REQUIREMENTS. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR SALE OR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF CALIBER AT THE PRINCIPAL EXECUTIVE OFFICES OF XXXXXXX.

Securities Law Compliance. (a) If Company has filed all documents, reports, forms, schedules, statements or other information required to be filed by it under Applicable Securities Laws (collectively, the Committee deems it necessary “Company Public Documents”) except where failure to comply file such Company Public Documents would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change in respect of the Company and its Subsidiaries (taken as a whole). None of the Company Public Documents, as of their respective dates, contained any misrepresentation at the time at which they were filed with applicable Securities Authorities. All of the Company Public Documents, as of their respective dates (and as of the dates of any applicable securities lawamendments thereto), or complied as to both form and content in all material respects with the requirements of Applicable Securities Laws or were amended on a timely basis to correct deficiencies identified by securities commissions or similar securities regulatory authorities. Company has not filed any stock exchange upon which Shares may be listed, confidential material change report with any securities regulatory authority that at the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under date hereof remains confidential. To the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by knowledge of the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement none of the Company filed under Public Documents is the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case subject of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any an ongoing review by applicable securities lawauthorities in Canada, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested outstanding comment by the Company, securities authorities or outstanding investigation by the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be securities authorities in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not requiredCanada. (b) If Company is a “reporting issuer” under the Committee determines that Applicable Securities Laws of each of the exercise Provinces in Canada other than Quebec and has not been noted in default of any Applicable Securities Laws. To the knowledge of the Company no delisting, suspension of trading in or nonforfeitability ofcease trading order with respect to the Company Shares is pending or, threatened. (c) Neither Company nor any of its Subsidiaries nor, to Company’s knowledge, any Representative of Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or delivery claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of benefits pursuant toCompany or any of its Subsidiaries or their respective internal accounting controls, including any Award would violate complaint, allegation, assertion, or claim that Company or any applicable provision of securities laws its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the listing requirements satisfaction of the audit committee of the Company Board. (d) The Company has not taken any national securities exchange or national market system on which are listed action to cease to be a reporting issuer in any province nor has the Company received notification from any Securities Authority seeking to revoke the reporting issuer status of the Company’s equity securities. Except for the trading halt expected to be imposed by the TSXV following disclosure of this Agreement, then the Committee may postpone no delisting, suspension of trading or cease trade or other order or restriction with respect to any such exercise, nonforfeitability or delivery, as applicable, but securities of the Company shall use all reasonable efforts that may prevent or restrict trading is pending, in effect, has been threatened, or is expected to cause such exercisebe implemented or undertaken. (e) Company has never been and is not currently required to file reports with, nonforfeitability or delivery furnish reports to, the United States Securities and Exchange Commission pursuant to comply with all such provisions at the earliest practicable dateU.S. Exchange Act.

Securities Law Compliance. (a) If Insurer shall be responsible for preparing the Committee deems it necessary Prospectuses and Registration Statements for each class of Contracts and filing them with the SEC and State Securities Commissions, to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, extent required. Insurer shall use its best efforts to maintain the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faithContracts and, not to exceed 180 days in the case of Variable Contracts, the Company’s initial public offering related Separate Accounts with the SEC and any applicable State Securities Commission, such efforts to include, without limitation, best efforts to prevent a stop order from being issued by the SEC or 90 days in any such State Securities Commission or, if a stop order has been issued, to cause such stop order to be withdrawn. In the case of any other public offering. All certificates for Shares delivered Variable Contracts, Insurer shall take all action required to cause the related Separate Accounts to continue to comply, in all material respects, with the provisions of the 1940 Act and regulations and exemptions thereunder applicable to the Separate Accounts as a registered investment company under the Plan pursuant to 1940 Act. Insurer shall not deduct any Award amounts from the assets of any Separate Account, enter into a transaction or arrangement involving the Variable Contracts or the exercise thereof related Separate Account, or cause any Separate Account to enter into any such transaction or arrangement, without obtaining any necessary or customary approvals or exemptions from the SEC or no-action assurance from the SEC staff, and without ensuring that such approval, exemption or assurance applies to Distributor as the principal underwriter for such Separate Account and Contracts. Insurer shall timely file each post-effective amendment to a Registration Statement, Prospectus, statement of additional information, Rule 24f-2 notice, annual report on Form N-SAR, and all other reports, notices, statements, and amendments required to be filed by or for Insurer and/or a Separate Account with the SEC under the 1933 Act, the 1934 Act and/or the 1940 Act or any Regulations, and shall pay all filing or registration fees payable in connection therewith. To the extent there occurs an event or development (including, without limitation, a change of applicable law, regulation or administrative interpretation) warranting an amendment to either the Registration Statement or supplement to the Prospectus, Insurer shall endeavor to prepare, subject to Distributor’s right to review such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities lawmaterial provided in Section 6(b), and file such amendment or supplement with the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply SEC with all such provisions at the earliest practicable date.deliberate

Securities Law Compliance. The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by the Company to the Investor, and for the resale by the Investor, at all times until the date on which the Investor shall have sold all the Purchase Shares (the "Registration Period"). Without limiting the generality of the foregoing, during the Registration Period, the Company shall (a) If the Committee deems it take all action necessary to cause the Common Stock to continue to be registered as a class of securities under Sections 12(b) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take any applicable securities lawaction or file any document (whether or not permitted by the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act, or and (b) prepare and file with the requirements of any stock exchange upon which Shares SEC, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be listednecessary to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by the Company to the Investor, and for the resale of all of the Purchase Shares by the Investor, at all times during the Registration Period. The Investor shall furnish to the Company such information regarding itself, the Committee may impose any restriction on Awards or Purchase Shares acquired pursuant to Awards under held by it and the Plan intended method of distribution thereof as it may deem advisable. In addition, if shall be reasonably requested by the Company in connection with the preparation and filing of any underwriter engaged such amendment to the Registration Statement or any such Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any such amendment to the Registration Statement or any such Prospectus Supplement. The Company shall comply with all applicable federal, state and foreign securities laws in connection with the offer, issuance and sale of the Purchase Shares contemplated by the Transaction Documents. Without limiting the generality of the foregoing, neither the Company nor any of its officers, directors or affiliates will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, Shares acquired pursuant or which would reasonably be expected to Awards may not be sold cause or otherwise transferred result in, stabilization or disposed manipulation of for such period following the effective date price of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case security of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (a) If Employee recognizes and understands that this option and the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Option Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares currently registered under the Securities Act of 1933, as amended (the “Act”), may not remain so registered and are not registered under any state securities law. Any transfer of the option (if otherwise permitted hereunder, and once exercised, the Option Shares) will not be recognized by the Company unless such transfer is registered under the Act, the Georgia Securities Act of 1973, as amended, (the “Georgia Act”) and any other applicable state securities laws or effected pursuant to an exemption from such registration which may then be available. If the Option Shares are not registered, any share certificates representing the Option Shares may be stamped with legends restricting transfer thereof in accordance with the Company’s policy with respect to unregistered shares of its Common Stock issued to employees as a result of exercise of options granted under the Plan. The Company may make a notation in its stock transfer records of the aforementioned restrictions on transfers and legends. Employee recognizes and understands that the Option Shares may be restricted securities within the meaning of Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 may not be available under certain circumstances and that Employee’s opportunity to utilize such Rule 144 to sell the Option Shares may be limited or denied. The Company shall be under no obligation to maintain or promote a public trading market for the class of shares for which the option is granted or to make provision for adequate information concerning the Company to be available to the public as contemplated under Rule 144. The Company will be under no obligation to recognize any transfer or sale of any Option Shares pursuant to Rule 144 unless the terms and conditions of Rule 144 are complied with by the Employee. By acceptance hereof, Employee agrees that no permitted disposition of any Option Shares shall be made unless and until (i) there is at the time of exercise of the option in effect a registration statement under the Act, or (ii) Employee shall have notified the Company of a proposed Option disposition and shall have furnished to the Company a detailed statement of the circumstances surrounding such disposition, together with an opinion of counsel acceptable in form and substance to the Company that such disposition will not require registration of the shares so disposed under the Act, the Georgia Act, and any applicable state securities law laws. The Company shall be under no obligation to permit such transfer or disposition on its stock transfer books unless he or she counsel for the Company shall have furnished concur as to such matters. Employee recognizes and understands that as long as Employee remains a designated Section 16 officer of the Company, in form and substance satisfactory for up to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant tosix months thereafter, any Award would violate any applicable provision sales of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any Option Shares will be subject to Section 16 of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or deliverySecurities Exchange Act of 1934, as applicableamended (the “Exchange Act”) and the regulations promulgated thereunder. Employee also recognizes and understands that any sale of the Option Shares will also be subject to Rule 10b-5 promulgated under the Exchange Act. Employee agrees that any disposition of the Option Shares shall be made only in compliance with the Act, but the Company shall use all reasonable efforts to cause such exerciseExchange Act, nonforfeitability or delivery to comply with all such provisions at and the earliest practicable daterules and regulations promulgated thereunder.

Securities Law Compliance. Except pursuant to the requirements of Rule 144 of the Securities Act, the Warrant and Warrant Shares may not be sold, transferred, assigned or otherwise disposed of except as follows: (a) If to a person who, in the Committee deems it necessary opinion of counsel satisfactory to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by in the opinion of the Company's counsel, is a person to whom the Warrant or Warrant Shares acquired pursuant to Awards may not legally be sold or otherwise transferred or disposed of for such period following the effective date of any without registration statement of the Company filed under the Securities Act as and without the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case delivery of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant a current prospectus with respect thereto; or (b) to any Award or person upon delivery of a prospectus then meeting the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference Securities Act relating to such restrictions. If so requested by the Company, the Grantee shall make a written representation securities (as to the Company that he or she will not sell or offer to sell any Shares unless which a registration statement shall be in effect with respect to such Shares under the Securities Act shall then be in effect) and the offering thereof for such sale or disposition. The Holder agrees that it will not at any time offer to sell, sell, transfer, pledge or otherwise dispose of 1933this Warrant, as amendedor, and upon receipt of the Warrant Shares after exercise hereof, any applicable state securities law of such Warrant Shares, except pursuant to either (a) an effective registration statement under the Securities Act or unless he or she shall have furnished (b) an opinion of counsel satisfactory to the CompanyCompany to the effect that such registration is not required. The Holder acknowledges that, in taking this unregistered Warrant, or in taking unregistered Warrant Shares upon exercise hereof, the Holder must continue to bear the economic risk of such investments for what may be an indefinite period of time. The Holder further agrees hereby that, prior to any transfer of this Warrant or any Warrant Shares received upon any exercise hereof (if such Warrant and/or Warrant Shares are not registered under the Securities Act), it will give written notice to the Company of its intention to effect such transfer. Upon receipt of such notice, the Company will promptly present it to counsel for the Company and counsel for the Holder and if the Company receives the opinion of such counsel, in form and substance satisfactory to the Company, that such the proposed transfer may be effected without registration is not required. (b) If under the Committee determines that Securities Act and applicable state law, the exercise or nonforfeitability of, or delivery Holder shall be promptly notified and shall be entitled to effect the transfer of benefits pursuant to, any Award would violate any applicable provision this Warrant and/or the Warrant Shares in accordance with the terms specified in the notice delivered to the Company. The provisions of securities laws or the listing requirements this Section 8.2 shall be binding upon all subsequent Holders of any national securities exchange or national market system on which are listed any this Warrant and upon all subsequent holders of the Company’s equity securities, then certificates for the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but Common Stock bearing the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable datelegend specified in Section 2.6 hereof.

Securities Law Compliance. (a) If Each of the Committee deems it necessary Selling Shareholders understands and agrees that: (i) the SAI Preferred to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired issued pursuant to Awards under the Plan Merger has not been, and as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed Effective Time will not be, registered under the Securities Act or under any state securities laws; (ii) the SAI Preferred is being offered and issued in reliance upon Federal and state exemptions for transactions not involving any public offering; (iii) a "stop transfer" order will be placed against the certificates representing shares of SAI Preferred issued pursuant to the Merger until such time as (A) such SAI Preferred is registered under the Company Securities Act or such underwriter shall specify reasonably (B) until SAI has received an opinion of counsel satisfactory to it that a proposed transfer or sale does not require registration or qualification under applicable law; and (iv) until removed in good faithaccordance with Section 5.17, not to exceed 180 days the certificates representing the shares of SAI Preferred and SAI Common issued in the case of Merger will bear the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested set forth below: The shares evidenced by the Company, the Grantee shall make a written representation to the Company that he or she will this certificate have not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares been registered under the Securities Act of 1933, as amendedamended (the "Act"), and or any applicable state securities law or unless he or she shall have furnished to the Companylaws, in form reliance on exemptions under the Act and substance applicable state securities laws. No transfer or sale of these shares or any interest therein may be made without such registration and qualification unless the issuer has received an opinion of counsel satisfactory to the Company, it that such registration is not required.a proposed 28 (b) If The Selling Shareholders each further represent that: (i) he is acquiring the Committee determines that SAI Preferred to be acquired him pursuant to the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or Merger solely for his own account for investment purposes and not with a view to the listing requirements of any national securities exchange or national market system on which are listed any distribution thereof within the meaning of the Company’s equity securitiesSecurities Act; (ii) he is a sophisticated investor with knowledge and experience in business and financial matters and is an "accredited investor" within the meaning of Rule 501 under the Securities Act; (iii) he has had access to all SAI SEC Reports filed by SAI during the current year and the year preceding the current year, then and has had the Committee may postpone opportunity to obtain additional information and ask questions and receive answers as desired in order to evaluate the merits and risks inherent in holding the SAI Preferred; (iv) he has not been offered the SAI Preferred by any such exercise, nonforfeitability form of general advertising or delivery, as applicable, but general solicitation; and (v) he is able to bear the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at economic risk and lack of liquidity inherent in holding the earliest practicable dateSAI Preferred.

Securities Law Compliance. The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by the Company to the Investor, and for the resale of all the Purchase Shares by the Investor, at all times until the date on which the Investor shall have sold all the Purchase Shares (the "Registration Period"). Without limiting the generality of the foregoing, during the Registration Period, the Company shall (a) If the Committee deems it take all action necessary to cause the Common Stock to continue to be registered as a class of securities under Sections 12(b) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take any applicable securities lawaction or file any document (whether or not permitted by the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act, or and (b) prepare and file with the requirements of any stock exchange upon which Shares SEC, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be listednecessary to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by the Company to the Investor, and for the resale of all of the Purchase Shares by the Investor, at all times during the Registration Period (it being hereby acknowledged and agreed that the Company shall prepare and file with the SEC, at the Company’s expense, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Date”), a new Registration Statement relating to the Purchase Shares, in a form satisfactory to the Investor and its counsel, and the Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective within 180 days after the Renewal Date). The Investor shall furnish to the Company such information regarding itself, its affiliates, the Committee may impose any restriction on Awards or Purchase Shares acquired pursuant to Awards under beneficially owned by it and the Plan intended method of distribution thereof as it may deem advisable. In addition, if shall be reasonably requested by the Company in connection with the preparation and filing of any underwriter engaged such amendment to the Registration Statement (or new Registration Statement) or any such Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any such amendment to the Registration Statement (or new Registration Statement) or any such Prospectus Supplement. The Company shall comply with all applicable federal, state and foreign securities laws in connection with the offer, issuance and sale by the Company of the Purchase Shares contemplated by the Transaction Documents. Without limiting the generality of the foregoing, neither the Company nor any of its officers, directors or affiliates will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, Shares acquired pursuant or which would reasonably be expected to Awards may not be sold cause or otherwise transferred result in, stabilization or disposed manipulation of for such period following the effective date price of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case security of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (aThe Offering Documents do and shall, as of their respective dates and each Closing, describe all material aspects of an investment in the Company and conform in all respects with the requirements of Section 4(2) If of the Committee deems Act and Regulation D and with the requirements of all other published rules and regulations of the SEC currently in effect relating to “private offerings” to “accredited investors” as that term is defined in Rule 501 of Regulation D. The Offering Documents will not, as of their respective dates and each Closing, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the completion of the Offering or other termination of this Agreement, any event shall occur as a result of which it might become necessary to amend or supplement the Offering Documents so that they do not include any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then existing, not misleading, the Company will promptly notify Paramount and will supply Paramount and all offerees and Investors participating in the Offering with amendments or supplements correcting such statement or omission. The Company shall also provide Paramount, for delivery to all offerees and Investors participating in the Offering and their representatives, if any, any information, documents and instruments that Paramount or the Company’s counsel reasonably deem necessary to comply with applicable law. The Company acknowledges that Paramount: (i) will not and did not draft the Offering Documents and has not supplied any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of information for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days inclusion in the case of the Company’s initial public offering or 90 days Offering Documents other than information relating to Paramount furnished in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation writing to the Company that he or she will by Paramount specifically for inclusion in the Offering Documents; (ii) has no obligation (and has not sell or offer undertaken) to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed independently verify any of the Company’s equity securitiesinformation in the Offering Documents; and (iii) has no responsibility for the accuracy or completeness of the Offering Documents, then except for the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but information relating to Paramount furnished in writing by Paramount to the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at specifically for inclusion in the earliest practicable dateOffering Documents.

Securities Law Compliance. (a) If For so long as any Investor holds any Securities, the Committee deems it Company shall take all action necessary to cause the Common Stock to continue to be registered as a class of securities under Sections 12(g) or 12(b) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take any applicable securities lawaction or file any document (whether or not permitted by the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Investor to sell, any of the requirements Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective from and after the date hereof until the earlier of (i) such time that none of the Investors or any of their Affiliates beneficially owns any portion of any stock exchange upon which Shares may be listedof the Warrants and (ii) the expiration of the Warrants in accordance with the terms of the Warrants. Each Investor shall furnish to the Company such information regarding itself, its affiliates, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under Securities beneficially owned by it and the Plan intended method of distribution thereof as it may deem advisable. In addition, if shall be reasonably requested by the Company in connection with the preparation and filing of any underwriter engaged such amendment to the Registration Statement or any such Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any such registration statement or any amendment or supplement to the Registration Statement in connection with the performance by the Company of its obligations hereunder. The Company shall comply with all applicable federal, state and foreign securities laws in connection with the offer, issuance and sale by the Company of the Securities contemplated by the Transaction Documents. Without limiting the generality of the foregoing, neither the Company nor any of its officers, directors or affiliates will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, Shares acquired pursuant or which would reasonably be expected to Awards may not be sold cause or otherwise transferred result in, stabilization or disposed manipulation of for such period following the effective date price of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case security of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (a) If You represent and warrant that you (i) have been furnished with a copy of the Committee deems it Plan and all information which you deem necessary to comply with any applicable securities lawevaluate the merits and risks of receipt of the Award, or (ii) have had the requirements of any stock exchange upon which Shares may be listed, opportunity to ask questions and receive answers concerning the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under information received about the Plan as it may deem advisable. In addition, if requested by the Company Award and any underwriter engaged by the Company, Shares acquired pursuant and (iii) have been given the opportunity to Awards may not be sold or otherwise transferred or disposed of for such period following obtain any additional information you deem necessary to verify the effective date accuracy of any registration statement of information obtained concerning the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably Award and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If You confirm that you have been advised, prior to your receipt of the Committee determines Shares, that neither the offering of the Shares nor any offering materials have been reviewed by any administrator under the Securities Act or any other applicable securities act (the “Acts”) and that the exercise Shares cannot be resold unless they are registered under the Acts or nonforfeitability unless an exemption from such registration is available. (c) You understand that the Company is under no obligation to register or qualify the Shares with any securities or other governmental authority and is not required to seek approval or clearance from any such authority for the issuance or sale of the Shares. You further understand that the Company has no obligation to you to maintain any registration of the Shares with the Securities Exchange Commission and has not represented to you that it will so maintain registration of the Shares. Further, you agree that the - - Company shall have unilateral authority to amend the Plan and this Award Agreement without your consent to the extent necessary to comply with securities or other laws applicable to the issuance of the Shares. (d) You hereby agree to indemnify the Company and hold it harmless from and against any loss, claim or liability, including attorneys’ fees or legal expenses, incurred by the Company as a result of any breach by you of, or delivery of benefits pursuant toany inaccuracy in, any representation, warranty or statement made by you in this Award would violate any applicable provision of securities laws Agreement or the listing requirements breach by you of any national securities exchange terms or national market system on which are listed any conditions of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable datethis Award Agreement.

Securities Law Compliance. The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for the offer, issuance and sale of the Purchase Shares to the Investor at all times until the end of Prospectus Delivery Period (as defined below) (the "Registration Period". Without limiting the generality of the foregoing, during the Registration Period, the Company shall (a) If the Committee deems it take all action necessary to cause the Common Shares to continue to be registered as a class of securities under Sections 12(b) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take any applicable securities lawaction or file any document (whether or not permitted by the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act, or and (b) prepare and file with the requirements of any stock exchange upon which Shares SEC, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be listednecessary to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for the offer, issuance and sale of all of the Purchase Shares by the Company to the Investor at all times during the Registration Period. The Investor shall furnish to the Company such information regarding itself, the Committee may impose Common Shares, including any restriction on Awards or Shares acquired pursuant to Awards under Purchase Shares, beneficially owned by it and the Plan intended method of distribution thereof as it may deem advisable. In addition, if shall be reasonably requested by the Company in connection with the preparation and filing of any underwriter engaged such amendment to the Registration Statement or any such Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any such amendment to the Registration Statement or any such Prospectus Supplement. The Company shall comply with all applicable federal, state and foreign securities laws in connection with the offer, issuance and sale of the Purchase Shares contemplated by the Transaction Documents. Without limiting the generality of the foregoing, neither the Company nor any of its officers, directors or affiliates will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, Shares acquired pursuant or which would reasonably be expected to Awards may not be sold cause or otherwise transferred result in, stabilization or disposed manipulation of for such period following the effective date price of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case security of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for the offer, issuance and sale of the Purchase Shares to the Investor at all times until the end of Prospectus Delivery Period (as defined below) (the “Registration Period”. Without limiting the generality of the foregoing, during the Registration Period, the Company shall (a) If the Committee deems it take all action necessary to cause the Common Shares to continue to be registered as a class of securities under Sections 12(b) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take any applicable securities lawaction or file any document (whether or not permitted by the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act, or and (b) prepare and file with the requirements of any stock exchange upon which Shares SEC, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be listednecessary to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for the offer, issuance and sale of all of the Purchase Shares by the Company to the Investor at all times during the Registration Period. The Investor shall furnish to the Company such information regarding itself, the Committee may impose Common Shares, including any restriction on Awards or Shares acquired pursuant to Awards under Purchase Shares, beneficially owned by it and the Plan intended method of distribution thereof as it may deem advisable. In addition, if shall be reasonably requested by the Company in connection with the preparation and filing of any underwriter engaged such amendment to the Registration Statement or any such Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any such amendment to the Registration Statement or any such Prospectus Supplement. The Company shall comply with all applicable federal, state and foreign securities laws in connection with the offer, issuance and sale of the Purchase Shares contemplated by the Transaction Documents. Without limiting the generality of the foregoing, neither the Company nor any of its officers, directors or affiliates will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, Shares acquired pursuant or which would reasonably be expected to Awards may not be sold cause or otherwise transferred result in, stabilization or disposed manipulation of for such period following the effective date price of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case security of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (i) The Company meets the requirements for use of Form S-3 under the 1933 Xxx. Xxe Company has prepared and filed the Registration Statement with the Commission, and the Registration Statement has become effective under the 1933 Act; as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement will have been issued under the 1933 Act and no proceedings for that purpose will have been instituted or will be pending or, to the knowledge of the Company, contemplated by the Commission, and any request on the part of the Commission for additional information will have been complied with; as of the Closing Date, the Registration Statement and any amendments thereto will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; each Preliminary Prospectus and Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied or will comply when so filed in all material respects with the 1933 Act; each Preliminary Prospectus and the Prospectus delivered to the Purchaser for use in connection with the offering of the Securities are or will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T; and neither the Prospectus nor any amendment or supplement thereto includes or will include an untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Purchaser expressly for use in the Registration Statement or the Prospectus. (ii) The documents incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations"), and at the time of filing or as of the time of any subsequent amendment, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading; and any additional documents deemed to be incorporated by reference in the Registration Statement (insofar as it relates to the Securities) or the Prospectus will, if and when such documents are filed with the Commission, or when amended, as appropriate, comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Purchaser expressly for use in the Registration Statement or the Prospectus. (iii) No authorization, approval, consent, order, registration or qualification of or with any court or governmental authority or agency (including, without limitation, any insurance regulatory agency or body) is required in connection with the issuance and sale of the Securities hereunder, the issuance of the Conversion Securities pursuant to the Amended Articles of Incorporation, or the consummation by the Company of any other transactions contemplated hereby, except (a) If such as have been obtained and made under the Committee deems it necessary to comply with any applicable federal securities lawlaws or insurance laws, or the requirements of any stock exchange upon which Shares (b) such as may be listedrequired under the HSR Act, state or foreign securities or Blue Sky laws, (c) the filing of the Amended Articles of Incorporation, and (d) filings which may be required with various insurance departments, banking authorities or similar governmental authorities if, by virtue of the issuance of PIK Dividends, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company Purchasers and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed their Affiliates become owners of for such period following the effective date of any registration statement stock of the Company filed in excess of amounts specified by such departments or authorities, generally ten percent (10%) of the shares of Common Stock outstanding or deemed to be outstanding upon conversion of the Securities. (iv) No "forward looking statement" (as defined in Rule 175 under the Securities Act as 1933 Xxx) xxntained in the Company Registration Statement or such underwriter shall specify reasonably and the Prospectus was made or reaffirmed without a reasonable basis or was disclosed other than in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by the Company to the Investor, and for the resale of all the Purchase Shares by the Investor, at all times until the date on which the Investor shall have sold all the Purchase Shares (the “Registration Period”). Without limiting the generality of the foregoing, during the Registration Period, the Company shall (a) If the Committee deems it take all action necessary to cause the Common Stock to continue to be registered as a class of securities under Sections 12(g) or 12(b) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take any applicable securities lawaction or file any document (whether or not permitted by the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act, or and (b) prepare and file with the requirements of any stock exchange upon which Shares SEC, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be listednecessary to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by the Company to the Investor, and for the resale of all of the Purchase Shares by the Investor, at all times during the Registration Period (it being hereby acknowledged and agreed that the Company shall prepare and file with the SEC, at the Company’s expense, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Date”), a new Registration Statement relating to the Purchase Shares, in a form satisfactory to the Investor and its counsel, and the Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective within 180 days after the Renewal Date). The Investor shall furnish to the Company such information regarding itself, its affiliates, the Committee may impose any restriction on Awards or Purchase Shares acquired pursuant to Awards under beneficially owned by it and the Plan intended method of distribution thereof as it may deem advisable. In addition, if shall be reasonably requested by the Company in connection with the preparation and filing of any underwriter engaged such amendment to the Registration Statement (or new Registration Statement) or any such Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any such amendment to the Registration Statement (or new Registration Statement) or any such Prospectus Supplement. The Company shall comply with all applicable federal, state and foreign securities laws in connection with the offer, issuance and sale by the Company of the Purchase Shares contemplated by the Transaction Documents. Without limiting the generality of the foregoing, neither the Company nor any of its officers, directors or affiliates will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, Shares acquired pursuant or which would reasonably be expected to Awards may not be sold cause or otherwise transferred result in, stabilization or disposed manipulation of for such period following the effective date price of any registration statement security of the Company filed in violation of Regulation M promulgated under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not requiredExchange Act. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. (a) If Such Lender has been advised that the Committee deems it necessary Notes, the Warrants, and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Lender is aware that the Company is under no obligation to effect any such registration with respect to the Notes, the Warrants, or the underlying securities or to file for or comply with any applicable securities lawexemption from registration. Such Lender has not been formed solely for the purpose of making this investment and is purchasing the Notes or Warrants to be acquired by such Xxxxxx hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the requirements distribution thereof, and Xxxxxx has no present intention of selling, granting any stock exchange upon which Shares participation in, or otherwise distributing the same. Such Lender has such knowledge and experience in financial and business matters that such Xxxxxx is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing such Lender’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. Such Lender is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act and shall submit to the Company such further assurances of such status as may be listed, reasonably requested by the Committee may impose Company. Such Lender has furnished or made available any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if and all information requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for necessary to satisfy any applicable verification requirements as to accredited investor status. Any such period following the effective date of any registration statement information is true, correct, timely and complete. The residency of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faithLender (or, not to exceed 180 days in the case of the Companya partnership or corporation, such entity’s initial public offering or 90 days in the case principal place of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to business) is correctly set forth beneath such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put Lender’s name on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.Schedule I.

Securities Law Compliance. The Company shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for the offer, issuance and sale of the Purchase Shares to the Investor, and for the resale of Purchase Shares by the Investor, at all times until the date on which the Investor shall have sold all the Purchase Shares (the "Registration Period"). Without limiting the generality of the foregoing, during the Registration Period, the Company shall (a) If the Committee deems it take all action necessary to cause the Common Shares to continue to be registered as a class of securities under Sections 12(b) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take any applicable securities lawaction or file any document (whether or not permitted by the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act, or and (b) prepare and file with the requirements of any stock exchange upon which Shares SEC, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be listednecessary to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for the offer, issuance and sale of all of the Purchase Shares by the Company to the Investor, and for the resale of all of the Purchase Shares by the Investor, at all times during the Registration Period. The Investor shall furnish to the Company such information regarding itself, the Committee may impose Common Shares, including any restriction on Awards or Shares acquired pursuant to Awards under Purchase Shares, beneficially owned by it and the Plan intended method of distribution thereof as it may deem advisable. In addition, if shall be reasonably requested by the Company in connection with the preparation and filing of any underwriter engaged such amendment to the Registration Statement or any such Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any such amendment to the Registration Statement or any such Prospectus Supplement. The Company shall comply with all applicable federal, state and foreign securities laws in connection with the offer, issuance and sale of the Purchase Shares contemplated by the Transaction Documents. Without limiting the generality of the foregoing, neither the Company nor any of its officers, directors or affiliates will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, Shares acquired pursuant or which would reasonably be expected to Awards may not be sold cause or otherwise transferred result in, stabilization or disposed manipulation of for such period following the effective date price of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case security of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.

Securities Law Compliance. Seller shall conduct the offering of the ROFR rights, the New Shares and the Existing Shares as contemplated by this Agreement (acollectively, the “ROFR Offering”) If the Committee deems it necessary to comply in full compliance with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listedapplicable securities laws, including without limitation, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement provisions of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) promulgated thereunder (collectively, the “Rules and Regulations”). Without limiting the generality of the foregoing, Seller shall not, and shall instruct the depositary (the “Depositary”) for the Seller’s American Depositary Receipts (“ADRs”) not to, offer or sell the ROFR rights, the New Shares or the Existing Shares to any holder of the ADRs or any other “U.S. person” as such term is defined in Section 902(k) of Regulation S of the Rules and Regulations, except in each case (i) if such holder of the ADRs participates in such offering through such holder’s direct ownership of common shares of Seller and such offer and sale to such holder is exempt from the registration and prospectus delivery requirements of the Securities Act and complies in all respects with the requirements of the Securities Act and the Rules and Regulations, or (ii) such offer or sale is otherwise exempt from the registration and prospectus delivery requirements of the Securities Act and complies in all respects with the requirements of the Securities Act and the Rules and Regulations. In addition, subject to Seller’s compliance with any applicable public disclosure requirements in Brazil or in the United States, Seller shall not, and shall cause the Company not to, offer or sell the ROFR rights, the New Shares or the Existing Shares through any “directed selling efforts” as such term is defined in Section 902(c) of Regulation S of the Rules and Regulations. Immediately following the completion of the ROFR Offering, the Company will not be subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not required. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any rules and regulations of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable dateSEC promulgated thereunder.

Securities Law Compliance. (a) If Company has filed all documents, reports, forms, schedules, statements or other information required to be filed by it under Applicable Securities Laws (collectively, the Committee deems it necessary “Company Public Documents”) except where failure to comply file such Company Public Documents would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change in respect of the Company and its Subsidiaries (taken as a whole). None of the Company Public Documents, as of their respective dates, contained any Misrepresentation at the time at which they were filed with applicable Securities Authorities. All of the Company Public Documents, as of their respective dates (and as of the dates of any applicable securities lawamendments thereto), or complied as to both form and content in all material respects with the requirements of Applicable Securities Laws or were amended on a timely basis to correct deficiencies identified by securities commissions or similar securities regulatory authorities. Company has not filed any stock exchange upon which Shares may be listedconfidential material change report with any securities regulatory authority that at the date hereof remains confidential. To the knowledge of the Company. none of the Company Public Documents is the subject of an ongoing review by applicable securities authorities in Canada nor are there any, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested outstanding comments by the securities authorities on such Company and any underwriter engaged by Public Document. To the knowledge of the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement there is no outstanding investigation of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be securities authorities in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not requiredCanada. (b) If Company is a “reporting issuer” under the Committee determines that Applicable Securities Laws of each of the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements Provinces in Canada and has not been noted in default of any national securities exchange Applicable Securities Laws. To the knowledge of the Company no delisting, suspension of trading in or national market system on which are listed any cease trading order with respect to the Company Shares is pending or, to the knowledge of the Company, threatened. (c) Neither Company nor any of its Subsidiaries nor, to Company’s equity securitiesknowledge, then any Representative of Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the Committee may postpone accounting or auditing practices, procedures, methodologies or methods of Company or any such exerciseof its Subsidiaries or their respective internal accounting controls, nonforfeitability including any complaint, allegation, assertion, or deliveryclaim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, as applicable, but which has not been resolved to the satisfaction of the audit committee of the Company shall use all reasonable efforts Board. (d) Company has not taken any action to cause such exercisecease to be a reporting issuer in any province nor has the Company received notification from any securities authority seeking to revoke the reporting issuer status of the Company. Except for the trading halt expected to be imposed by the TSX following disclosure of this Agreement, nonforfeitability no delisting, suspension of trading or delivery cease trade or other order or restriction with respect to comply with all such provisions at any securities of the earliest practicable dateCompany that may prevent or restrict trading is pending, in effect, has been threatened, or is expected to be implemented or undertaken. (e) Company has never been and is not currently required to file reports with, or furnish reports to, the United States Securities and Exchange Commission pursuant to the U.S. Exchange Act nor does Company have public company reporting status or obligations in any country other than Canada.

Securities Law Compliance. (a) If the Committee deems it necessary Fund or any of its direct or indirect transferees should in the future decide to comply with any applicable securities law, or the requirements dispose of any stock exchange upon which Shares may be listedWarrants, the Committee may impose any restriction on Awards shares of Common Stock or Shares New Issuance Securities acquired pursuant to Awards under the Plan as Section 4.1, such Person understands and agrees that it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the Company filed under do so only in compliance with the Securities Act and applicable state securities laws, as the Company or such underwriter shall specify reasonably and then in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed, any applicable securities laweffect, and the Committee may cause a legend or legends that stop-transfer instructions to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Companythat effect, the Grantee shall make a written representation to the Company that he or she where applicable, will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares securities. If the Fund or any of its direct or indirect transferees should decide to dispose of such securities (other than pursuant to its registration rights under the Registration Rights Agreement), such Person, if requested by the Company, will have the obligation in connection with such disposition, at such Person's expense, of delivering an opinion of counsel of recognized standing in securities laws matters, in connection with such disposition to the effect that the proposed disposition of such securities would not be in violation of the Securities Act of 1933, as amended, and or any applicable state securities law or unless he or she shall have furnished to the Companylaws and, assuming such opinion is required and is otherwise appropriate in form and substance satisfactory under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for such securities that it accept, such opinion. Each such Person agrees to the Companyimprinting, that so long as required by law, of a legend on certificates representing all of such registration is not requiredsecurities to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. (b) If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date."