Common use of Tax Consequences Clause in Contracts

Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser Director has reviewed with the Purchaser's Director’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Director is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Director understands that the Purchaser Director (and not the Company) shall be responsible for the Purchaser's Director’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Director understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the Repurchase Optionits repurchase option. The Purchaser Director understands that the Purchaser Director may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option Company’s repurchase option expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 thirty (30) days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. In connection with such decisions, the Company will make available to the Director and the Director’s tax advisor, in each case on a confidential basis, the most recent final report of experts determining the fair market value of the Company nearest the date of this Agreement. THE PURCHASER DIRECTOR ACKNOWLEDGES THAT IT IS THE PURCHASER'S DIRECTOR’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER DIRECTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S DIRECTOR’S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "CodeCODE"), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase price the Shares and the fair market value of the Shares on the date of this Agreement, and (ii) the difference between the amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to its repurchase option. In the Repurchase Optionevent the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option Company's repurchase option or 16(b) period expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's ’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's ’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase price the Shares and the fair market value of the Shares on the date of this Agreement, and (ii) the difference between the amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to its repurchase option. In the Repurchase Optionevent the Company has registered under the Exchange Act, “restriction” with respect to officers, directors and 10% shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option Company’s repurchase option or 16(b) period expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S ’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S ’S BEHALF.

Tax Consequences. The Purchaser Participant has reviewed with the Purchaser's Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Participant understands that the Purchaser Participant (and not the Company) shall be responsible for the Purchaser's Participant’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser Participant understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser Participant understands that the Purchaser Participant may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 thirty (30) days from the date of purchase. The form for making this election is attached as Exhibit A-5 B-4 hereto. THE PURCHASER PARTICIPANT ACKNOWLEDGES THAT IT IS THE PURCHASER'S PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S PARTICIPANT’S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's own ---------------- tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated contem plated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 E hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser Grantee has reviewed with the PurchaserGrantee's own tax advisors the federalFederal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Grantee is relying solely on such advisors and not on any statements or representations of the Company Corporation or any of its agents. The Purchaser Grantee understands that the Purchaser Grantee (and not the CompanyCorporation) shall be responsible for the PurchaserGrantee's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes (as ordinary income income) the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions "restrictions" on the Shares lapse. In this contextTo the extent that a grant hereunder is not otherwise an exempt transaction for purposes of Section 16(b) of the Securities and Exchange Act of 1934 (the "1934 Act"), with respect to officers, directors and 10% shareholders, a "restriction" on the Shares includes for these purposes the right period after the grant of the Company Shares during which such officers, directors and 10% shareholders could be subject to buy back suit under Section 16(b) of the Shares pursuant to the Repurchase Option1934 Act. The Purchaser Alternatively, Grantee understands that the Purchaser Grantee may elect to be taxed at the time the Shares are purchased granted rather than when and as the Repurchase Option expires restrictions on the Shares lapse, or the Section 16(b) period expires, by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchasegrant. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER GRANTEE ACKNOWLEDGES THAT IT IS THE PURCHASERGRANTEE'S SOLE RESPONSIBILITY AND NOT THE COMPANYCORPORATION'S TO FILE TIMELY THE ELECTION AVAILABLE TO GRANTEE UNDER SECTION 83(b)) OF THE CODE, EVEN IF GRANTEE REQUESTS THAT THE PURCHASER REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASERGRANTEE'S BEHALF.

Tax Consequences. The Purchaser Grantee acknowledges that the Grantee has reviewed reviewed, or has had the opportunity to review, with the Purchaser's Grantee’s own tax advisors the federal, state, and local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Grantee understands that the Purchaser Grantee (and not the Company) shall be responsible for the Purchaser's Grantee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price price, if any, for the Shares and the Fair Market Value of the Shares as of the date any the restrictions on the Shares lapse. In this context, "“restriction" includes ” means the right of restrictions imposed during the Company to buy back the Shares pursuant to the Repurchase OptionRestriction Period. The Purchaser Grantee understands that the Purchaser Grantee may elect to be taxed at the time the Shares are purchased awarded rather than when and as the Repurchase Option expires restrictions lapse by filing an election under Section 83(b) of the Code with the IRS Internal Revenue Service within 30 days from the date Award Date (and by submitting a copy of purchase. The form for making this such election is attached as Exhibit A-5 heretowith the Company). THE PURCHASER GRANTEE ACKNOWLEDGES THAT IT IS THE PURCHASER'S GRANTEE’S SOLE RESPONSIBILITY (AND NOT THE COMPANY'S ’S) TO FILE TIMELY THE ELECTION UNDER SECTION 83(b83(B), EVEN IF THE PURCHASER GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S GRANTEE’S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this AgreementAgreement (including any tax consequences that may result under recently enacted tax legislation). The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986Code, as amended (the "Code"), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase price the Shares and the fair market value of the Shares on the date of this Agreement and (ii) the difference between the amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election certain of its rights under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto3. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's ’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this AgreementAgreement (including any tax consequences that may result under recently enacted tax legislation). The Purchaser is relying solely on such advisors and not on any statements or representations repre- sentations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's ’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended 1986 (the "“Code"), ”) taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase price the Shares and the fair market value of the Shares on the date of this Agreement, and (ii) the difference between the amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to its repurchase option. In the Repurchase Optionevent the Company has registered under the Exchange Act, “restriction” with respect to officers, directors and ten percent (10%) shareholders also means the period after the purchase of the Shares during which such officers, directors and ten percent (10%) shareholders could be subject to suit under Section 16(b) of the Exchange Act, “restriction” with respect to officers, directors and ten percent (10%) shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option Company’s repurchase option or 16(b) period expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S ’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S ’S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's ’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's ’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 A-4 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S ’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S ’S BEHALF.

Tax Consequences. The Purchaser Holder has reviewed with the PurchaserHolder's own ---------------- tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Holder understands that the Purchaser Holder (and not the Company) shall be responsible for the PurchaserHolder's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Holder understands that Code Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income both (i) the difference between the fair market value of the Restricted Stock when the Company granted the Holder the right to purchase price the Restricted Stock and the fair market value of the Restricted Stock on the date of this Agreement, and, (ii) the difference between the amount paid for the Shares Restricted Stock and the Fair Market Value fair market value of the Shares Restricted Stock as of the date any certain restrictions on the Shares Restricted Stock lapse, unless the Holder properly makes an election to be taxed at the time of purchase pursuant to Code Section 83(b). In this context, "restriction" includes the right of the Company to buy back the Shares Restricted Stock pursuant to the Repurchase OptionRight. The Purchaser understands that In the Purchaser may elect event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% stockholders also means the period after the purchase of the Restricted Stock during which such officers, directors and 10% stockholders could be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election subject to suit under Section 83(b16(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 heretoExchange Act. THE PURCHASER HOLDER ACKNOWLEDGES THAT IT IS THE PURCHASERHOLDER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO TIMELY FILE TIMELY THE ELECTION UNDER CODE SECTION 83(b), EVEN IF THE PURCHASER HOLDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASERHOLDER'S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's own ---------------- tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser Employee has reviewed with the Purchaser's Employee’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Employee understands that the Purchaser Employee (and not the Company) shall be responsible for the Purchaser's Employee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser Employee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser Employee understands that the Purchaser Employee may elect to be taxed at the time the Shares are purchased granted rather than when and as the Repurchase Option expires Shares vest by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this If the Employee files a Code Section 83(b) election is attached as Exhibit A-5 heretowith respect to any of the Shares, the Employee shall immediately notify the Company. THE PURCHASER EMPLOYEE ACKNOWLEDGES THAT IT IS THE PURCHASER'S EMPLOYEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ANY ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S EMPLOYEE’S BEHALF.

Tax Consequences. The Purchaser Grantee has reviewed with the Purchaser's Grantee’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Grantee understands that the Purchaser Grantee (and not the Company) shall be responsible for the Purchaser's Grantee’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended generally taxes (the "Code"), taxes as ordinary income income) the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions “restrictions” on the Shares lapselapse (i.e., the date on which the rights with respect to the Shares are transferable or are not subject to a substantial risk of forfeiture). In this context, "restriction" includes To the right extent that a grant hereunder is not otherwise an exempt transaction for purposes of Section 16(b) of the Company Exchange Act, with respect to buy back officers, directors and 10% shareholders, a “restriction” on the Shares pursuant includes for these purposes the period after the grant of the Shares during a sale of property at a profit could subject such officers, directors and 10% shareholders to suit under Section 16(b) of the Repurchase OptionExchange Act. The Purchaser Alternatively, Grantee understands that the Purchaser Grantee may elect to be taxed at the time the Shares are purchased transferred rather than when and as the Repurchase Option expires restrictions on the Shares lapse, or the Section 16(b) period expires, by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchasegrant. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER GRANTEE ACKNOWLEDGES THAT IT IS THE PURCHASER'S GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ELECTION AVAILABLE TO GRANTEE UNDER SECTION 83(b)) OF THE CODE, EVEN IF THE PURCHASER GRANTEE REQUESTS THAT THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S GRANTEE’S BEHALF.

Tax Consequences. (a) The Purchaser Founder has reviewed with the Purchaser's Founder’s own tax advisors the federal, state, local and foreign tax consequences of this his investment and the transactions contemplated by this AgreementAgreement (including any tax consequences that may result under recently enacted tax legislation). The Purchaser Founder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Founder understands that the Purchaser Founder (and not the Company) shall be responsible for the Purchaser's Founder’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Founder understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income the difference between the purchase price amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to certain of its rights under Section 2 of this Agreement. (b) The Founder hereby agrees to deliver to the Repurchase Option. The Purchaser understands that Company a signed copy of any instrument, letter or other document such Founder may execute and file with the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an Internal Revenue Service evidencing his election under Section 83(b) of the Code to treat his receipt of Shares as included in his gross income in the year of receipt. The Founder shall deliver the said copy of any such instrument of election to the Company within five (5) days after the date on which any such election is required to be made in accordance with the IRS within 30 days from appropriate provisions of the date of purchase. The form for making this election is attached as Exhibit A-5 heretoCode or applicable Regulations thereunder. THE PURCHASER FOUNDER ACKNOWLEDGES THAT IT IS THE PURCHASER'S FOUNDER’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S FOUNDER’S BEHALF. (c) It is understood by the parties hereto that as a result of the issuance of the Shares and the execution of this Agreement, the Company may be obligated to pay withholding taxes in respect of the Shares at the time the Founder becomes subject to federal income taxation with respect to the Shares. In the event that at the time the above-said withholding tax obligations arise (i) the Founder is no longer in the employ of the Company or (ii) the Founder’s other cash compensation from the Company is not sufficient to meet the aforesaid withholding tax obligation, the Founder hereby agrees to reimburse the Company for all withholding taxes required to be paid in respect of this transaction within thirty (30) days after written request therefor is made to the Founder. Such request shall be made at or about the time the Company is required to pay such withholding taxes. In the event the Company determines that it is not obligated to withhold taxes payable by the Founder with respect to the Shares but that it is later held liable due to any non-payment of taxes on the part of the Founder, the Founder agrees on his behalf, and on behalf of his heirs, executors, administrators, legal representatives and assigns, to indemnify the Company in the amount of any payment made by it in respect of such liability.

Tax Consequences. The Purchaser Grantee has reviewed with the Purchaser's Grantee’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Grantee understands that the Purchaser Grantee (and not the Company) shall be responsible for the Purchaser's Grantee’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes (as ordinary income income) the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions “restrictions” on the Shares lapse. In this context, "restriction" includes To the right extent that a grant hereunder is not otherwise an exempt transaction for purposes of Section 16(b) of the Company Securities and Exchange Act of 1934 (the “1934 Act”), with respect to buy back officers, directors and 10% shareholders, a “restriction” on the Shares pursuant includes for these purposes the period after the grant of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Repurchase Option1934 Act. The Purchaser Alternatively, Grantee understands that the Purchaser Grantee may elect to be taxed at the time the Shares are purchased granted rather than when and as the Repurchase Option expires restrictions on the Shares lapse, or the Section 16(b) period expires, by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchasegrant. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER GRANTEE ACKNOWLEDGES THAT IT IS THE PURCHASER'S GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ELECTION AVAILABLE TO GRANTEE UNDER SECTION 83(b)83(B) OF THE CODE, EVEN IF THE PURCHASER GRANTEE REQUESTS THAT THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S GRANTEE’S BEHALF.

Tax Consequences. The Purchaser Employee has reviewed with the Purchaser's Employee’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Employee understands that the Purchaser Employee (and not the Company) shall be responsible for the Purchaser's Employee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser Employee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) taxes as ordinary income the difference between the purchase price for the Shares Restricted Stock and the Fair Market Value fair market value of the Shares Restricted Stock as of the date any restrictions on the Shares Restricted Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser Employee understands that the Purchaser Employee may elect to be taxed at the time the Shares are purchased Restricted Stock is granted rather than when and as the Repurchase Option expires Restricted Stock Vests by filing an election under Code Section 83(b) of the Code with the IRS Internal Revenue Service within 30 days from the date of purchase. The form for making this If the Employee files a Code Section 83(b) election is attached as Exhibit A-5 heretowith respect to any of the Restricted Stock, the Employee shall immediately notify the Company. THE PURCHASER EMPLOYEE ACKNOWLEDGES THAT IT IS THE PURCHASER'S EMPLOYEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ANY ELECTION UNDER CODE SECTION 83(b), EVEN IF THE PURCHASER EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S EMPLOYEE’S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right obligation of the Company to buy back the Shares pursuant to the Repurchase Optionits repurchase requirement. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires Company's repurchase requirement lapses by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser Participant has reviewed with the Purchaser's Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Participant understands that the Purchaser Participant (and not the Company) shall be responsible for the Purchaser's Participant’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser Participant understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser Participant understands that the Purchaser Participant may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 thirty (30) days from the date of purchase. The form for making this election is attached as Exhibit A-5 B-3 hereto. THE PURCHASER PARTICIPANT ACKNOWLEDGES THAT IT IS THE PURCHASER'S PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S PARTICIPANT’S BEHALF.

Tax Consequences. The Purchaser Grantee has reviewed with the Purchaser's Grantee’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Grantee understands that the Purchaser Grantee (and not the Company) shall be responsible for the Purchaser's Grantee’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes (as ordinary income income) the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions “restrictions” on the Shares lapse. In this context, "restriction" includes To the right extent that a grant hereunder is not otherwise an exempt transaction for purposes of Section 16(b) of the Company Securities and Exchange Act of 1934, as amended (the “1934 Act”), with respect to buy back officers, directors and 10% stockholders, a “restriction” on the Shares pursuant includes for these purposes the period after the grant of the Shares during which such officers, directors and 10% stockholders could be subject to suit under Section 16(b) of the Repurchase Option1934 Act. The Purchaser Alternatively, Grantee understands that the Purchaser Grantee may elect to be taxed at the time the Shares are purchased granted rather than when and as the Repurchase Option expires restrictions on the Shares lapse, or the Section 16(b) period expires, by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchasegrant. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER GRANTEE ACKNOWLEDGES THAT IT IS THE PURCHASER'S GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ELECTION AVAILABLE TO GRANTEE UNDER SECTION 83(b)83(B) OF THE CODE, EVEN IF THE PURCHASER GRANTEE REQUESTS THAT THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S GRANTEE’S BEHALF.

Tax Consequences. The Purchaser Xxxxxxx has reviewed had the opportunity to review with the Purchaser's his ---------------- own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Xxxxxxx is not relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Xxxxxxx understands that the Purchaser Xxxxxxx (and not the Company) shall be responsible for the Purchaser's his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Xxxxxxx understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back cause Xxxxxxx to forfeit the Shares pursuant to the Repurchase Optionits forfeiture option. The Purchaser Xxxxxxx understands that the Purchaser Xxxxxxx may elect to be taxed at the time the Shares are purchased awarded rather than when and as the Repurchase Option Company's forfeiture option expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 thirty (30) days from the date of purchasethe award. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER XXXXXXX ACKNOWLEDGES THAT IT IS THE PURCHASER'S XXXXXXX'X SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b83(B), EVEN IF THE PURCHASER XXXXXXX REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S XXXXXXX'X BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 EXHIBIT A-4 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser XXX Beneficiary has reviewed with the PurchaserXXX Beneficiary's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser XXX Beneficiary is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser XXX Beneficiary understands that the Purchaser XXX Beneficiary (and not the Company) shall be responsible for the PurchaserXXX Beneficiary's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser XXX Beneficiary understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase price the Shares and the fair market value of the Shares on the date of this Agreement, and (ii) the difference between the amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to its repurchase option. In the Repurchase Optionevent the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. The Purchaser XXX Beneficiary understands that the Purchaser XXX Beneficiary may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option Company's repurchase option or 16(b) period expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER XXX BENEFICIARY ACKNOWLEDGES THAT IT IS THE PURCHASERXXX BENEFICIARY'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY CAUSE THE ELECTION UNDER SECTION 83(b)) TO BE TIMELY FILED, EVEN IF THE PURCHASER XXX BENEFICIARY REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASERXXX BENEFICIARY'S BEHALF.

Tax Consequences. The Purchaser Founder has reviewed with the PurchaserFounder's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Founder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Founder understands that the Purchaser Founder (and not the Company) shall be responsible for the PurchaserFounder's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Founder understands that in connection with the shares the Founder receives pursuant to the Contribution Agreement, the Founder may recognize ordinary income under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income on the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares Founder's Stock issued to the Founder as of the date any restrictions on the Shares lapse. In this contextFounder's Stock lapses, "restriction" includes and the right value of the Company to buy back Founder's "Equity Interest" (within the Shares pursuant meaning of the Contribution Agreement) as of the date of this Agreement. The Founder understands that if and to the Repurchase Option. The Purchaser understands that extent Section 83 applies to such Founder's stock, the Purchaser Founder may elect to be taxed at the time the Shares are purchased Founder's Stock is issued rather than when and as the Repurchase Option expires forfeiture provisions expire by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 heretoissuance. THE PURCHASER FOUNDER ACKNOWLEDGES THAT IT IS THE PURCHASERFOUNDER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S HIS BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase price the Shares and the fair market value of the Shares on the date of this Agreement, and (ii) the difference between the amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to its repurchase option. In the Repurchase Optionevent the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and ten percent (10%) shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option Company's repurchase option or the Section 16(b) period expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 thirty (30) days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser Optionee understands that the exercise of the Option to purchase Restricted Shares may subject the Optionee to federal and state income tax liability. The Optionee has reviewed with the PurchaserOptionee's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Optionee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Optionee understands that the Purchaser Optionee (and not the Company) shall be responsible for the PurchaserOptionee's own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser Optionee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase OptionCompany's special right of repurchase. The Purchaser Optionee understands that the Purchaser Optionee may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option repurchase option expires by filing an election under Section 83(b) of the Code with the IRS within 30 thirty days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER OPTIONEE ACKNOWLEDGES THAT IT IS THE PURCHASEROPTIONEE'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER OPTIONEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASEROPTIONEE'S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's ----------------- own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated contem- plated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's own ---------------- tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this AgreementAgreement (including any tax consequences that may result under recently enacted tax legislation). The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986Code, as amended (the "Code"), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase price the Shares and the fair market value of the Shares on the date of this Agreement and (ii) the difference between the amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to certain of its rights under Section 3. In the Repurchase Optionevent the Company has registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), "restriction" with respect to officers, directors and 10% shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that the Purchaser he may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option Company's repurchase option or 16(b) period expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this However, the changes in tax rates implemented by the Tax Reform Act of 1986, including the phase-in of new rates during 1987, necessitate review of an optionee's specific situation to determine whether the optionee's ultimate tax liability could increase or decrease as a result of filing an election is attached as Exhibit A-5 heretounder Section 83(b). THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 A-3 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser Holder has reviewed with the Purchaser---------------- Holder's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Holder understands that the Purchaser Holder (and not the Company) shall be responsible for the PurchaserHolder's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Holder understands that Code Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income both (i) the difference between the fair market value of the Restricted Stock when the Company granted the Holder the right to purchase price the Restricted Stock and the fair market value of the Restricted Stock on the date of this Agreement, and (ii) the difference between the amount paid for the Shares Restricted Stock and the Fair Market Value fair market value of the Shares Restricted Stock as of the date any certain restrictions on the Shares Restricted Stock lapse, unless the Holder properly makes an election to be taxed at the time of purchase pursuant to Code Section 83(b). In this context, "restriction" includes the right of the Company to buy back the Shares Restricted Stock pursuant to the Repurchase OptionRight. The Purchaser understands that In the Purchaser may elect event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% stockholders also means the period after the purchase of the Restricted Stock during which such officers, directors and 10% stockholders could be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election subject to suit under Section 83(b16(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 heretoExchange Act. THE PURCHASER HOLDER ACKNOWLEDGES THAT IT IS THE PURCHASERHOLDER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO TIMELY FILE TIMELY THE ELECTION UNDER CODE SECTION 83(b), EVEN IF THE PURCHASER HOLDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASERHOLDER'S BEHALF.

Tax Consequences. The Purchaser Xxxxxxx has reviewed with the PurchaserXxxxxxx's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Grantee is relying solely on such advisors and not on any statements or representations of the Company Corporation or any of its agents. The Purchaser Grantee understands that the Purchaser Grantee (and not the CompanyCorporation) shall be responsible for the PurchaserXxxxxxx's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes (as ordinary income income) the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions the "restrictions" on the Shares lapse. In this contextTo the extent that a grant hereunder is not otherwise an exempt transaction for purposes of Section 16(b) of the Securities and Exchange Act of 1934 (the "1934 Act"), with respect to officers, directors and 10% shareholders, a "restriction" on the Shares includes for these purposes the right period after the grant of the Company Shares during which such officers, directors and 10% shareholders could be subject to buy back suit under Section 16(b) of the Shares pursuant to the Repurchase Option1934 Act. The Purchaser Alternatively, Grantee understands that the Purchaser Grantee may elect to be taxed at the time the Shares are purchased granted rather than when and as the Repurchase Option expires restrictions on the Shares lapse, or the Section 16(b) period expires, by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchasegrant. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER XXXXXXX ACKNOWLEDGES THAT IT IS THE PURCHASERXXXXXXX'S SOLE RESPONSIBILITY AND NOT THE COMPANYCORPORATION'S TO FILE TIMELY THE ELECTION AVAILABLE TO GRANTEE UNDER SECTION 83(b)83(B) OF THE CODE, EVEN IF GRANTEE REQUESTS THAT THE PURCHASER REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASERXXXXXXX'S BEHALF.

Tax Consequences. (a) The Purchaser Founder has reviewed with the Purchaser's his own tax advisors the federal, state, local and foreign tax consequences of this investment stock purchase and the transactions contemplated by this AgreementAgreement (including any tax consequences that may result under recently enacted tax legislation). The Purchaser Founder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Founder understands that the Purchaser Founder (and not the Company) shall be responsible for the Purchaser's Founder’s own tax liability that may arise as a result of this stock purchase or the transactions contemplated by this Agreement. The Purchaser Founder understands that Section 83 of the Internal Revenue Code of 1986Code, as amended (the "“Code"”), taxes as ordinary income the difference between the purchase price amount paid for the Shares Restricted Stock and the Fair Market Value fair market value of the Shares Restricted Stock as of the date any restrictions on the Shares Restricted Stock lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares Restricted Stock pursuant to certain of its rights under Section 4 of this Agreement. (b) The Founder hereby agrees to deliver to the Repurchase Option. The Purchaser understands Company a signed copy of any instrument, letter or other document that the Purchaser Founder may elect to be taxed at execute and file with the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an Internal Revenue Service evidencing his election under Section 83(b) of the Code to treat his receipt of Restricted Stock as included in his gross income in the year of receipt. The Founder shall deliver the said copy of any such instrument of election to the Company within five (5) days after the date on which any such election is required to be made in accordance with the IRS within 30 days from appropriate provisions of the date of purchase. The form for making this election is attached as Exhibit A-5 heretoCode or applicable Regulations thereunder. THE PURCHASER FOUNDER ACKNOWLEDGES THAT IT IS THE PURCHASER'S FOUNDER’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY'S ’S, TO FILE TIMELY THE AN ELECTION UNDER SECTION 83(b83(B), EVEN IF THE PURCHASER FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S FOUNDER’S BEHALF. (c) It is understood by the parties hereto that as a result of the issuance of the Restricted Stock and the execution of this Agreement, the Company may be obligated to pay withholding taxes in respect of the Restricted Stock at the time the Founder becomes subject to Federal income taxation with respect to the Restricted Stock and the Company has the right to deduct from payments of any kind otherwise due to the Founder any federal, state or local taxes of any kind required by law to be withheld with respect to the purchase of the Restricted Stock by the Founder. In the event that at the time such withholding tax obligations arise (i) the Founder is no longer in the employ of the Company, or (ii) the Founder’s other cash compensation from the Company is not sufficient to meet such withholding tax obligations, the Founder hereby agrees to reimburse the Company for all withholding taxes required to be paid in respect of this transaction within thirty (30) days after written request therefor is made to the Founder. Such request shall be made at or about the time the Company is required to pay such withholding taxes. In the event the Company determines that it is not obligated to withhold taxes payable by the Founder with respect to the Restricted Stock, but that it is later held liable due to any non-payment of taxes on the part of the Founder, the Founder agrees on his behalf, and on behalf of his heirs, executors, administrators, legal representatives and assigns, to indemnify the Company in the amount of any payment made by it in respect of such liability.

Tax Consequences. The Purchaser Service Provider has reviewed with the Purchaser's Service Provider’s own tax advisors the federal, state, local and foreign tax consequences of this investment the receipt of the Shares and the transactions contemplated by this Agreement. The Purchaser Service Provider is relying solely on upon such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Service Provider understands that the Purchaser Service Provider (and not the Company) shall be responsible for the Purchaser's own any tax liability that which may arise as a result of the transactions contemplated by this Agreement. The Purchaser Service Provider understands that Section 83 of the United States Internal Revenue Code of 1986, as amended (the "“Code"”), or pursuant to the section or sections of any future law which is in effect at any time in the future and which covers the subject matter of said section (whenever there is a reference to a section of the Code, such reference shall be deemed to be to the applicable Code section as well as the section or sections of any future law which is in effect and which covers the subject matter of said Code section), taxes as ordinary income the difference between the purchase price paid for the Shares by the Service Provider and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser Service Provider understands that the Purchaser he, she or it may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from after the date upon which the Company receives payment of purchase. The form for making this election is attached as Exhibit A-5 heretothe Purchase Price. THE PURCHASER ACKNOWLEDGES THAT IT FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT “D” AND THE PURCHASER'S SOLE RESPONSIBILITY SERVICE PROVIDER (AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b)COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELYFILING SUCH FORM, EVEN IF THE PURCHASER SERVICE PROVIDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES AGENTS TO MAKE THIS FILING ON THE PURCHASER'S SERVICE PROVIDER’S BEHALF. THE SERVICE PROVIDER AGREES TO PROVIDE THE COMPANY WITH A COPY OF ANY FILINGS MADE BY THE SERVICE PROVIDER WITH RESPECT TO THE SECTION 83(B) ELECTION.

Tax Consequences. The Purchaser has reviewed with the Purchaser's own ---------------- tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Optionits repurchase option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option Company's repurchase option expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 A-4 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase price the Shares and the fair market value of the Shares on the date of this Agreement, and (ii) the difference between the amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to its repurchase option. In the Repurchase Optionevent the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option Company's repurchase option or 16(b) period expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser Service Provider has reviewed with the Purchaser's Service Provider’s own tax advisors the federal, state, local and foreign tax consequences of this investment the receipt of the Shares and the transactions contemplated by this Agreement. The Purchaser Service Provider is relying solely on upon such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Service Provider understands that the Purchaser Service Provider (and not the Company) shall be responsible for the Purchaser's own any tax liability that which may arise as a result of the transactions contemplated by this Agreement. The Purchaser Service Provider understands that Section 83 of the United States Internal Revenue Code of 1986, as amended (the "“Code"”), or pursuant to the section or sections of any future law which is in effect at any time in the future and which covers the subject matter of said section (whenever there is a reference to a section of the Code, such reference shall be deemed to be to the applicable Code section as well as the section or sections of any future law which is in effect and which covers the subject matter of said Code section), taxes as ordinary income the difference between the purchase price paid for the Shares by the Service Provider and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser Service Provider understands that the Purchaser he, she or it may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from after the date upon which the Company receives payment of purchase. The form for making this election is attached as Exhibit A-5 heretothe Purchase Price. THE PURCHASER ACKNOWLEDGES THAT IT FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT “D” AND THE PURCHASER'S SOLE RESPONSIBILITY SERVICE PROVIDER (AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b)COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM, EVEN IF THE PURCHASER SERVICE PROVIDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES AGENTS TO MAKE THIS FILING ON THE PURCHASER'S SERVICE PROVIDER’S BEHALF. THE SERVICE PROVIDER AGREES TO PROVIDE THE COMPANY WITH A COPY OF ANY FILINGS MADE BY THE SERVICE PROVIDER WITH RESPECT TO THE SECTION 83(B) ELECTION.

Tax Consequences. The Purchaser Grantee has reviewed with the Purchaser's his own tax advisors advisor(s) the federal, state, and local and foreign tax consequences of this investment acquisition of the Restricted Shares and the other transactions contemplated by this Agreement. The Purchaser Grantee is relying solely on such advisors advisor(s) and not on any statements or representations of the Company or any of its agents. The Purchaser Grantee understands and agrees that the Purchaser (he, and not the Company) , shall be responsible for the Purchaser's his own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended (which, including any amendments and successor provisions to any section referenced herein and any Treasury regulations promulgated under such section, is hereinafter referred to as the "Code"), taxes as ordinary income the difference between the purchase price for the Restricted Shares and the Fair Market Value fair market value of the Restricted Shares as of the date any restrictions on the Restricted Shares terminate or lapse. In this context, "restriction" includes the Forfeiture Restrictions and the right of the Company to buy back repurchase the Restricted Shares pursuant to the Repurchase OptionSection 2. The Purchaser Grantee understands that the Purchaser he may elect to be taxed at the time the Restricted Shares are purchased granted, rather than when and as the Repurchase Option expires restrictions terminate or lapse (if ever), by filing an election under Section 83(b) of the Code with the IRS Internal Revenue Service within 30 thirty (30) days from the date of purchaseEffective Date. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER GRANTEE ACKNOWLEDGES THAT IT IS THE PURCHASER'S HIS SOLE RESPONSIBILITY (AND NOT THE COMPANY'S 'S) TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS THAT FILING ON THE PURCHASER'S HIS BEHALF.

Tax Consequences. The Purchaser Service Provider has reviewed with the Purchaser's Service Provider’s own tax advisors the federal, state, local and foreign tax consequences of this investment the receipt of the Shares and the transactions contemplated by this Agreement. The Purchaser Service Provider is relying solely on upon such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Service Provider understands that the Purchaser Service Provider (and not the Company) shall be responsible for the Purchaser's own any tax liability that which may arise as a result of the transactions contemplated by this Agreement. The Purchaser Service Provider understands that Section 83 of the United States Internal Revenue Code of 1986, as amended (the "“Code"”), or pursuant to the section or sections of any future law which is in effect at any time in the future and which covers the subject matter of said section (whenever there is a reference to a section of the Code, such reference shall be deemed to be to the applicable Code section as well as the section or sections of any future law which is in effect and which covers the subject matter of said Code section), taxes as ordinary income the difference between the purchase price paid for the Shares by the Service Provider and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser Service Provider understands that the Purchaser it may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from after the date upon which the Company receives payment of purchase. The form for making this election is attached as Exhibit A-5 heretothe Purchase Price. THE PURCHASER ACKNOWLEDGES THAT IT FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT “D” AND THE PURCHASER'S SOLE RESPONSIBILITY SERVICE PROVIDER (AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b)COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELYFILING SUCH FORM, EVEN IF THE PURCHASER SERVICE PROVIDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES AGENTS TO MAKE THIS FILING ON THE PURCHASER'S SERVICE PROVIDER’S BEHALF. THE SERVICE PROVIDER AGREES TO PROVIDE THE COMPANY WITH A COPY OF ANY FILINGS MADE BY THE SERVICE PROVIDER WITH RESPECT TO THE SECTION 83(B) ELECTION.

Tax Consequences. The (a) Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign (if applicable) tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes means the right of the Company to buy back the Shares pursuant to the Repurchase Optionrepurchase option set forth in Section 3(a) of this Agreement. The Purchaser understands that the Purchaser it may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option repurchase option expires by filing an election under Section 83(b) of the Code with the IRS Internal Revenue Service within 30 days from the date of purchase. Even if the fair market value of the Shares at the time of the execution of this Agreement equals the amount paid for the Shares, the election must be made to avoid tax treatment under Section 83(a) in the future. The form for making this Purchaser's election is attached as Exhibit A-5 heretoto this Agreement. THE Purchaser understands that his failure to file such an election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such election form should be filed with his federal income tax return for the calendar year in which the date of this Agreement falls. (b) PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. (c) If Purchaser makes any tax election relating to the treatment of the Shares under the Code, at the time of such election Purchaser shall promptly notify the Company of such election.

Tax Consequences. The Purchaser has reviewed with the Purchaser's ’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company Company, the Issuer or any of its their respective agents. The Purchaser understands that the Purchaser (and not the CompanyCompany nor the Issuer) shall be responsible for the Purchaser's own any tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" includes ” includes, without limitation the right of the Company to buy back the Shares pursuant to the Termination Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT D AND THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY (AND NOT THE COMPANY'S TO FILE TIMELY , THE ELECTION UNDER SECTION 83(b)ISSUER NOR ANY OF THEIR RESPECTIVE AGENTS) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM, EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES AGENTS TO MAKE THIS FILING ON THE PURCHASER'S ’S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's ’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's ’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase price the Shares and the fair market value of the Shares on the date of this Agreement and (ii) the difference between the amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the its Repurchase Option. In the event the Company has registered under the Exchange Act, “restriction” with respect to officers, directors and 10% shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Company’s Repurchase Option or 16(b) period expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's ’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's ’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase price the Shares and the fair market value of the Shares on the date of this Agreement, and (ii) the difference between the amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the its Repurchase Option. In the event the Company has registered under the Exchange Act, “restriction” with respect to officers, directors and 10% shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Company’s Repurchase Option or 16(b) period expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's ’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's ’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 A-3 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S ’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S ’S BEHALF.

Tax Consequences. The (a) It is understood by the parties hereto that the issuance and sale of the Shares hereunder may be deemed compensatory in purpose and in effect and that, as a result, the Company may be obligated to pay withholding taxes in respect thereof at the time the Purchaser has reviewed becomes subject to Federal income taxation with respect to the Purchaser's own receipt of the Shares hereunder. In the event that at the time the above-said withholding tax advisors obligations arise (i) the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations no longer in the employ of the Company or any of its agents. The Purchaser understands that the Purchaser (and not is no longer otherwise providing services to the Company, as the case may be, or (ii) shall be responsible for the Purchaser's own other cash compensation from the Company is not sufficient to meet the aforesaid withholding tax liability that may arise as a result obligation, the Purchaser hereby agrees to reimburse the Company for all withholding taxes required to be paid in respect of the transactions contemplated issuance and sale of the Shares within thirty (30) days after written request therefor is made to the Purchaser. Such request shall be made at or about the time the Company is required to pay such withholding taxes. In the event the Company determines that it is not obligated to withhold taxes payable by this Agreement. the Purchaser with respect to the issuance and sale of the Shares but that it is later held liable due to any non-payment of taxes on the part of the Purchaser, the Purchaser agrees on his behalf, and on behalf of his heirs, executors, administrators, legal representatives and assigns, to indemnify the Company in the amount of any payment made by the Company in respect of such liability. (b) The Purchaser understands that hereby agrees to deliver to the Company a signed copy of any instrument, letter or other document he may execute and file with the Internal Revenue Service evidencing his election under Section 83 83(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")amended, taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value to treat his receipt of the Shares hereunder as includable in his gross income in the year of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Optionreceipt. The Purchaser understands that shall deliver a copy of any such instrument of election to the Purchaser may elect Company within five (5) days after the date on which any such election is required to be taxed at made in accordance with the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) appropriate provisions of the Internal Revenue Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALFor applicable Regulations thereunder.

Tax Consequences. The Purchaser Grantee has reviewed with the PurchaserGrantee's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Restricted Stock Agreement. The Purchaser Grantee is relying solely on such advisors and not on any statements or representations of the Company Corporation or any of its agents. The Purchaser Grantee understands that the Purchaser Grantee (and not the CompanyCorporation) shall be responsible for the PurchaserGrantee's own tax liability that may arise as a result of this investment or the transactions contemplated by this Restricted Stock Agreement. The Purchaser Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes (as ordinary income income) the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions "restrictions" on the Shares lapse. In this contextTo the extent that a grant hereunder is not otherwise an exempt transaction for purposes of Section 16(b) of the Securities and Exchange Act of 1934 (the "1934 Act"), with respect to officers, directors and 10% shareholders, a "restriction" on the Shares includes for these purposes the right period after the grant of the Company Shares during which such officers, directors and 10% shareholders could be subject to buy back suit under Section 16(b) of the Shares pursuant to the Repurchase Option1934 Act. The Purchaser Alternatively, Grantee understands that the Purchaser Grantee may elect to be taxed at the time the Shares are purchased granted rather than when and as the Repurchase Option expires restrictions on the Shares lapse, or the Section 16(b) period expires, by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchasegrant. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER GRANTEE ACKNOWLEDGES THAT IT IS THE PURCHASERGRANTEE'S SOLE RESPONSIBILITY AND NOT THE COMPANYCORPORATION'S TO FILE TIMELY THE ELECTION AVAILABLE TO GRANTEE UNDER SECTION 83(b)) OF THE CODE, EVEN IF GRANTEE REQUESTS THAT THE PURCHASER REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASERGRANTEE'S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's ’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's ’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase price the Shares and the fair market value of the Shares on the date of this Agreement, and (ii) the difference between the amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the Repurchase Optionits repurchase option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option Company’s repurchase option or 16(b) period expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S ’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO TIMELY FILE TIMELY THE ANY ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S ’S BEHALF.

Tax Consequences. The Purchaser Optionee has reviewed with the Purchaserwith\ Optionee's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Optionee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Optionee understands that the Purchaser Optionee (and not the Company) shall be responsible for the PurchaserOptionee's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Optionee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted Optionee the right to purchase price the Shares and the fair market value of the Shares on the date of this Agreement, and (ii) the difference between the amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to its repurchase option. In the Repurchase Optionevent the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. The Purchaser Optionee understands that the Purchaser Optionee may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option Company's repurchase option or the Section 16(b) period expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form Even if the fair market value of the Shares equals the amount paid for making this election is attached as Exhibit A-5 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b)the Shares, EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.the

Tax Consequences. The Purchaser Xxxxxxx has reviewed with the PurchaserXxxxxxx's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Grantee is relying solely on such advisors and not on any statements or representations of the Company Corporation or any of its agents. The Purchaser Grantee understands that the Purchaser Grantee (and not the CompanyCorporation) shall be responsible for the PurchaserXxxxxxx's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes (as ordinary income income) the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions "restrictions" on the Shares lapse. In this contextTo the extent that a grant hereunder is not otherwise an exempt transaction for purposes of Section 16(b) of the Securities and Exchange Act of 1934 (the "1934 Act"), with respect to officers, directors and 10% shareholders, a "restriction" on the Shares includes for these purposes the right period after the grant of the Company Shares during which such officers, directors and 10% shareholders could be subject to buy back suit under Section 16(b) of the Shares pursuant to the Repurchase Option1934 Act. The Purchaser Alternatively, Grantee understands that the Purchaser Grantee may elect to be taxed at the time the Shares are purchased granted rather than when and as the Repurchase Option expires restrictions on the Shares lapse, or the Section 16(b) period expires, by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchasegrant. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER XXXXXXX ACKNOWLEDGES THAT IT IS THE PURCHASERXXXXXXX'S SOLE RESPONSIBILITY AND NOT THE COMPANYCORPORATION'S TO FILE TIMELY THE ELECTION AVAILABLE TO GRANTEE UNDER SECTION 83(b)83(B) OF THE CODE, EVEN IF GRANTEE REQUESTS THAT THE PURCHASER REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASERXXXXXXX'S BEHALF.

Tax Consequences. The Purchaser Participant has reviewed with the PurchaserParticipant's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Participant understands that the Purchaser Participant (and not the Company) shall be responsible for the PurchaserParticipant's own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser Participant understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser Participant understands that the Purchaser Participant may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election However, if the Company exercises its Repurchase Option, no tax deduction or credit is attached as Exhibit A-5 heretoallowed with respect to the repurchased shares. THE PURCHASER PARTICIPANT ACKNOWLEDGES THAT IT IS THE PURCHASERPARTICIPANT'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASERPARTICIPANT'S BEHALF. PARTICIPANT ALSO ACKNOWLEDGES THAT THE ABOVE SUMMARY IS NECESSARILY INCOMPLETE, AND THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.

Tax Consequences. The Purchaser Grantee has reviewed with the Purchaser's Grantee’s own tax advisors the federalFederal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Grantee is relying solely on such advisors and not on any statements or representations of the Company Corporation or any of its agents. The Purchaser Grantee understands that the Purchaser Grantee (and not the CompanyCorporation) shall be responsible for the Purchaser's Grantee’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes (as ordinary income income) the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions “restrictions” on the Shares lapse. In this context, "restriction" includes To the right extent that a grant hereunder is not otherwise an exempt transaction for purposes of Section 16(b) of the Company Securities and Exchange Act of 1934 (the “1934 Act”), with respect to buy back officers, directors and 10% shareholders, a “restriction” on the Shares pursuant includes for these purposes the period after the grant of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Repurchase Option1934 Act. The Purchaser Alternatively, Grantee understands that the Purchaser Grantee may elect to be taxed at the time the Shares are purchased granted rather than when and as the Repurchase Option expires restrictions on the Shares lapse, or the Section 16(b) period expires, by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchasegrant. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER GRANTEE ACKNOWLEDGES THAT IT IS THE PURCHASER'S GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S CORPORATION’S TO FILE TIMELY THE ELECTION AVAILABLE TO GRANTEE UNDER SECTION 83(b)) OF THE CODE, EVEN IF GRANTEE REQUESTS THAT THE PURCHASER REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S GRANTEE’S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's ’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's ’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the Repurchase Optionits repurchase option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option Company’s repurchase option expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 thirty (30) days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. In connection with such decisions, the Company will make available to the Purchaser and the Purchaser’s tax advisor, in each case on a confidential basis, the most recent final report of experts determining the fair market value of the Company nearest the date of this Agreement. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S ’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S ’S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 A-4 hereto. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.