Common use of Election Clause in Contracts

Election. 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 amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. 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 amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. 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 amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered its securities under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6six-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that if such provision is applicable to him he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6six-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. within thirty (30) days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-six month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANYCORPORATION'S TO FILE TIMELY THE ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(b)) AND UNDER ANY CORRESPONDING PROVISIONS OF STATE TAX LAW, EVEN IF THE PURCHASER REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. The Purchaser understands that If requested by Purchaser, the Company and Seller agree to make an election pursuant to Section 83 ---------------------- 338(h)(10) of the Internal Revenue Code of 1986Code, as amended (the "Code"and any corresponding provisions of Arizona and other applicable state tax law), taxes as ordinary income with respect to the difference between the amount paid for the Stock and the fair market value purchase of the Stock as of Stock, which election shall allocate the date any restrictions on Purchase Price to the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock Company’s assets pursuant to the method prescribed in Treasury Regulation §1.338-6 (as reasonably determined by Purchaser and agreed upon by Seller). Purchaser shall promptly pay to Seller upon receipt of demand therefor (which demand shall be accompanied by copies of the documentation and computations described in the immediately following sentence) as additional Purchase Option. In Price an amount equal to the event the Company has registered under the Exchange Actincreased Taxes, "restriction" if any, incurred by Seller with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Closing occurs and the year in which any payments are made pursuant to this provision (including any additional Taxes in respect of such amounts) as a result of any Section 338(h)(10) Election or analogous elections made such that Seller will receive the same after-Tax proceeds with respect to the year in which the Closing occurs and the year in which any payments are made pursuant to this provision as if Seller had sold stock and no Section 338(h)(10) Election or analogous elections had been made. Such determinations shall be based upon documentation and computations made by Seller with respect to amounts due hereunder presented to Purchaser. Seller shall provide such documentation and computations to Purchaser makes no later than 90 calendar days after (i) the electionClosing Date and (ii) the date of any payment of additional Purchase Price giving rise to the obligation to pay additional amounts hereunder; provided, however, that Seller’s failure to provide such documentation and computations within such time shall not constitute a waiver of its rights to additional amounts hereunder. Purchaser must also file Any item of income, expense, gain, or loss (other than any amount in respect of allocations of Purchase Price in connection with a copy of Section 338(h)(10) Election or additional amounts payable hereunder) occurring after the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERClosing Date shall not be considered in calculating increased Taxes.

Election. The Purchaser understands Grantee hereby acknowledges that Section 83 ---------------------- of the Internal Revenue Code of 1986Grantee has been informed that, as amended (the "Code"), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) grant of the Exchange Act. The Purchaser understands that he Restricted Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing file an election under (the “Election”) with the U.S. Internal Revenue Service, within 30 days of the Grant Date, electing pursuant to Section 83(b) of the Code with to be taxed currently on the I.R.S. Even if the fair market value Fair Market Value of the Stock equals Restricted Shares on the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the futureGrant Date. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely This will result in the recognition of ordinary taxable income to the Grantee on the Grant Date, equal to the Fair Market Value of the Restricted Shares on such date. Absent an Election, taxable income will be measured and recognized by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock Grantee at the time such restrictions lapsethe Restricted Shares vest. Purchaser understands that if Purchaser desires The Grantee is hereby encouraged to make a Section 83 election, Purchaser must file a properly completed and executed election form seek the advice of the Grantee’s own tax consultants in connection with the I.R.S. Center in which Purchaser files tax returns within 30 days Restricted Shares and the advisability of filing the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the CompanyElection. THE PURCHASER GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO BYLINE. THE GRANTEE ACKNOWLEDGES THAT IT IS THE PURCHASER'S GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b)ELECTION, EVEN IF THE PURCHASER GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES REPRESENTATIVE TO MAKE THIS FILING ON THE PURCHASER'S GRANTEE’S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT GRANTEE MUST NOTIFY THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERWITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading. Agreement to Protect Company Interests: As a condition of the grant of this Award and any payments made hereunder, prior to the Grant Date or within 30 days thereafter, the Grantee shall have entered into an Agreement to Protect Company Interests (or similar agreement) with Byline containing confidentiality, non-solicitation and other covenants as may be prescribed by the Committee. All Other Terms: As set forth in the Plan. The Plan is incorporated herein by reference. Except as otherwise set forth in the Award Agreement, the Award Agreement and the Plan constitute the entire agreement and understanding of the parties with respect to the Restricted Shares. Except as expressly provided herein, in the event that any provision of the Award Agreement is inconsistent with the Plan, the terms of the Plan will control. Except as expressly provided herein, in the event that any provision of this Award Agreement is inconsistent with any employment agreement between the Grantee and Byline (“Employment Agreement”), the terms of the Employment Agreement will control. By accepting this Award, the Grantee agrees to be subject to the terms and conditions of the Plan. This Award Agreement may be executed in counterparts, which together will constitute one and the same original.

Election. 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 amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached as Exhibit C hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. 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 amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached as Exhibit C hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. The Purchaser understands hereby acknowledges that Section 83 he or she ---------------------- has been informed that, with respect to the exercise of an Option for unvested Shares, an election may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the Shares, electing pursuant to -------------- Section 83(b) of the Code of 1986, as amended (the "Code"), taxes as ordinary income the to be taxed currently on any difference between the amount paid for purchase price of the Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock and Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this contextShares, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Option is exercised over the purchase price for the Shares. Absent such an election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. In the case of an Incentive Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the option is exercised, over the purchase price for the Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code with the I.R.S. Even if the fair market value Code. A form of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election Election under Section 83(b) is attached heretohereto as Exhibit C-5 for ----------- reference. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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 REPRESENTATIVE TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. 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 amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "restriction" means the right of the Company to buy back the stock shares pursuant to the Purchase Repurchase Option. In the event the Company has registered under the Securities Exchange Act of 1934 (the "Exchange Act"), "restriction" with respect to officers, directors directors, and 10% shareholders also means the 6six-month period after the Closing purchase of the Shares during which sales of certain securities by such officers, directors directors, and 10% shareholders are subject would give rise to suit liability under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is Shares are purchased rather than when and as the Purchase Repurchase Option or 6six-month Section 16(b) period expires expires, by filing an election under Section 83(b) of the Code with the I.R.S. Internal Revenue Service within 30 days from the date of purchase. Even if the fair market value of the Stock Shares equals the amount paid for the StockShares, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing in a timely manner will result in the recognition of ordinary income by the Purchaser, as the Purchase Repurchase Option lapses, or after the lapse of the 6six-month Section 16(b) period, on the any difference between the purchase price and the fair market value of the Stock Shares at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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(b83(B), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. The Purchaser understands that Section 83 ---------------------- Proposing Stockholders shall deliver written notice to the Company and the Non-Proposing Stockholders setting forth in reasonable detail the terms of the Internal Revenue Code proposed Sale of 1986, as amended the Company (the "CodeSALE NOTICE"). Within 20 days following receipt of the Sale Notice (the "ELECTION PERIOD"), taxes as ordinary income the difference between Non-Proposing Stockholders shall deliver to the amount paid for the Stock Company and the fair market value Proposing Stockholders written notice setting forth such holders' election (i) to consent to and raise no objections against proposed Sale of the Stock as of Company, and if the date any restrictions on the Stock lapse. In this context, "restriction" means the right Sale of the Company is structured as a sale of stock, to buy back sell their Stockholder Shares on the stock pursuant terms and conditions set forth in the Sale Notice, or (ii) if such Non-Proposing Stockholders hold more than 20% of the Stockholder Shares, to deliver a written offer (a "STOCKHOLDER OFFER"), upon substantially the same terms as described in the Sale Notice, to acquire the Company (a "STOCKHOLDER TRANSACTION"). If the Non-Proposing Stockholders have not delivered a Stockholder Offer within such 20-day period, the Proposing Stockholders shall have 180 days after the expiration of the Election Period to consummate the Sale of the Company, or during which the Company may enter into an agreement providing for such a sale, on the terms specified in the Sale Notice. If the Sale of the Company is not consummated or the Company fails to enter into such an agreement within such 180-day period, the Proposing Stockholders shall again comply with the provisions of this Section 6. If the Non-Proposing Stockholders have delivered a Stockholder Offer within the Election Period, the Non-Proposing Stockholders must (A) obtain an executed definitive and binding agreement to consummate the Stockholder Transaction and obtain binding commitments regarding the financing thereof satisfactory in all respects to the Purchase OptionProposing Stockholders both within 30 days after receipt by the Proposing Stockholders of the Stockholder Offer and (B) must consummate the Stockholder Transaction within 120 days after receipt by the Proposing Stockholders of the Stockholder Offer. In If any of the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(bconditions set forth in (A) or (B) of the Exchange Actpreceding sentence is not fulfilled, the Other Stockholders must again comply with the provisions of this Section 6. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) consummation of a Sale of the Code Company or a Stockholder Transaction pursuant to this Section 6(b) shall be in accordance with the I.R.S. Even if the fair market value provisions of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERTexas Business Corporation Act.

Election. The Purchaser understands that he (and not the Company) shall be responsible for his own federal, state, local or foreign tax liability and any of his other tax consequences that may arise as a result of the transactions contemplated by this Agreement. Purchaser shall rely solely on the determinations of his tax advisors or his own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters. Purchaser understands that Section 83 ---------------------- of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "“restriction" means ” includes the right of the Company to buy back the stock Stock pursuant to the Purchase Optionits repurchase option. In the event the Company has registered any of its shares under the Securities Exchange ActAct of 1934, "“restriction" ” with respect to officers, directors and ten percent (10% shareholders %) stockholders also means the 6-month period after the Closing purchase of the Stock during which such officersofficer, directors director and ten percent (10% shareholders are %) stockholders could be subject to suit under Section 16(b) of the Securities Exchange ActAct of 1934. The Purchaser understands that he Purchaser may elect to be taxed at the time the shares of Stock is are purchased rather than when and as the Purchase Option Company’s repurchase option or 6-month Section 16(b) period expires restrictions expire by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(bInternal Revenue Service within thirty (30) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of from the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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 BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.THE

Election. The Purchaser understands hereby acknowledges that Section 83 he or she ---------------------- has been informed that, with respect to the exercise of an Option for unvested Shares, an election may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the Shares, electing pursuant to -------------- Section 83(b) of the Code of 1986, as amended (the "Code"), taxes as ordinary income the to be taxed currently on any difference between the amount paid for purchase price of the Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock and Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this contextShares, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Option is exercised over the purchase price for the Shares. Absent such an election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. In the case of an Incentive Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the option is exercised, over the purchase price for the Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code with the I.R.S. Even if the fair market value Code. A form of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election Election under Section 83(b) is attached heretohereto as Exhibit E-5 for reference. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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 REPRESENTATIVE TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. 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 amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the futurefixture. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. The Purchaser understands that Section 83 83(a) of ---------------------- of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income for a [Nonstatutory] [Incentive] Stock Option the difference between the amount paid for the Stock Shares and the fair market value Fair Market Value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "restriction" means the right of the Company to buy back the stock Shares ----------- pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Repurchase Option set forth in Section 16(b4(a) of the Exchange Actthis Agreement. The Purchaser understands that he Purchaser may elect to be taxed at the time the Stock is purchased Shares are purchased, rather than when and as the Purchase Repurchase Option or 6-month Section 16(b) period expires expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with -------------- the I.R.S. Internal Revenue Service within 30 days from the date of purchase. Even if the fair market value Fair Market Value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the election must be made to avoid adverse income tax consequences treatment under Section 83(a) in the future. The form for making Purchaser acknowledge that it is Purchaser's sole responsibility and not the Company's to timely file the 83(b) Election, even if Purchaser requests the Company or its representative to make this election is attached heretofiling on Purchaser's behalf. The Purchaser understands that failure to make this filing file such an election in a timely will manner may result in the recognition of ordinary income by the adverse tax consequences for Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser further understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed an additional copy of such election form should be filed with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's his or her federal income tax return for the tax calendar year in which the Purchaser makes the electiondate of this Agreement falls. Purchaser must also file acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser agrees that he or she will execute and deliver to the Company with this executed Agreement a copy of the election form Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the "Acknowledgment") attached -------------- hereto as Attachment C. Purchaser further agrees that he or she will execute ------------ and submit with the Company. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION Acknowledgment a copy of the 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERElection attached hereto as Attachment D (for tax purposes in connection with the early exercise of an ------------ option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an election.

Election. This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2. The Purchaser understands that taxpayer who performed the services is: Name: Address: Taxpayer Ident. No.: The property with respect to which the election is being made is _____________ shares of the common stock of ARTISTdirect, Inc. The property was issued on ______________, _____. The taxable year in which the election is being made is the calendar year _____. The property is subject to a repurchase right pursuant to which the issuer has the right to acquire the property at the original purchase price if for any reason taxpayer's service with the issuer terminates. The issuer's repurchase right will lapse in a series of annual and monthly installments over a four (4)-year period ending on ___________, 200__. The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $__________per share. The amount paid for such property is $___________ per share. A copy of this statement was furnished to ARTISTdirect, Inc. for whom taxpayer rendered the services underlying the transfer of property. This statement is executed on _________________, ______. ______________________________ ______________________________ Spouse (if any) Taxpayer This election must be filed with the Internal Revenue Service Center with which taxpayer files his or her federal income tax returns and must be made within thirty (30) days after the execution date of the Stock Purchase Agreement. This filing should be made by registered or certified mail, return receipt requested. Optionee must retain two (2) copies of the completed form for filing with his or her federal and state tax returns for the current tax year and an additional copy for his or her records. The property described in the above Section 83 ---------------------- 83(b) election is comprised of shares of common stock acquired pursuant to the exercise of an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, taxes as ordinary it is the intent of the Taxpayer to utilize this election to achieve the following tax results: One purpose of this election is to have the alternative minimum taxable income attributable to the difference between purchased shares measured by the amount by which the fair market value of such shares at the time of their transfer to the Taxpayer exceeds the purchase price paid for the Stock and shares. In the absence of this election, such alternative minimum taxable income would be measured by the spread between the fair market value of the Stock as of purchased shares and the date any restrictions purchase price which exists on the Stock lapsevarious lapse dates in effect for the forfeiture restrictions applicable to such shares. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b421(a)(1) of the Code with the I.R.S. Even if expressly excludes from income any excess of the fair market value of the Stock equals purchased shares over the amount paid for the Stocksuch shares. Accordingly, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure also intended to make this filing timely will result be effective in the recognition event there is a "disqualifying disposition" of ordinary the shares, within the meaning of Section 421(b) of the Code, which would otherwise render the provisions of Section 83(a) of the Code applicable at that time. Consequently, the Taxpayer hereby elects to have the amount of disqualifying disposition income measured by the Purchaser, as the Purchase Option lapses, or after the lapse excess of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of purchased shares on the date of purchasetransfer to the Taxpayer over the amount paid for such shares. FurthermoreSince Section 421(a) presently applies to the shares which are the subject of this Section 83(b) election, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with no taxable income is actually recognized for regular tax purposes at this time, and no income taxes are payable, by the Purchaser's tax return for the tax year in which the Purchaser makes the Taxpayer as a result of this election. Purchaser must also file a copy of The foregoing election is to be effective to the election form with full extent permitted under the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERCode.

Election. The Purchaser understands that Section 83 ---------------------- (a) If Equity One desires to purchase all, or a portion of, of the Internal Revenue Code of 1986First Offered DR Shares, as amended Equity One shall communicate in writing its election to purchase the First Offered DR Shares to LIH within fourteen (the "Code"), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as 14) Business Days of the date any restrictions the DRS Sale Offer was made (the “Equity One Offer Period”). Such communication shall, when taken in conjunction with the DRS Sale Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such First Offered DR Shares to Equity One on the Stock lapseterms and conditions contained in the DRS Sale Offer. In this contextThe failure of Equity One to provide written notice of acceptance within the Equity One Offer Period shall be deemed a rejection by Equity One of the DRS Sale Offer. (b) Election by the Gazit Group. If Equity One does not communicate in writing its election to purchase all of the First Offered DR Shares within the Equity One Offer Period, "restriction" means LIH shall provide the Gazit Group with written notice to that effect within five (5) Business Days after the expiration of the Equity One Offer Period (the “Notice of Availability”) and the Gazit Group shall have the right to purchase all or a portion of such First Offered DR Shares not purchased by Equity One (the “Gazit DRS ROFO”). If the Gazit Group desires to purchase all or a portion of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is First Offered DR Shares not purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the StockEquity One, the Gazit Group shall communicate in writing its election must to purchase to LIH, which communication shall be made given to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(bLIH within fourteen (14) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days Business Days of the date of purchasedelivery to the Gazit Group of the Notice of Availability (the “Gazit Offer Period”). FurthermoreSuch communication shall, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center when taken in conjunction with the Purchaser's tax return DRS Sale Offer and the Notice of Availability, be deemed to constitute a valid, legally binding and enforceable agreement for the tax year sale and purchase of such First Offered DR Shares on the terms and conditions contained in which the Purchaser makes the electionDRS Sale Offer. Purchaser must also file a copy The failure of the election form with Gazit Group to provide written notice of acceptance within the CompanyGazit Offer Period shall be deemed a rejection by the Gazit Group of the DRS Sale Offer. (c) Sales of the First Offered DR Shares to be sold to Equity One or the Gazit Group, as the case may be, pursuant to this Section 3.2 shall be made at the offices of Equity One as soon as reasonably practicable following the date the DRS Sale Offer was made but in any event within ten (10) Business Days after the end of the Equity One Offer Period, in the case of a sale to Equity One, or within ten (10) Business Days after the end of the Gazit Offer Period, in the case of a sale to Gazit Group, or such other place and date mutually agreed upon by the parties to the sale. 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)Such sales shall be effected by such member or members of Liberty Group’s delivery to Equity One or the Gazit Group, EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALEas the case may be, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERof a certificate or certificates or other instrument evidencing the First Offered DR Shares to be purchased, free of encumbrances, duly endorsed for transfer to Equity One or the Gazit Group, as the case may be, against payment in cash to such member or members of Liberty Group of the DRS Purchase Price times the number of First Offered DR Shares purchased by Equity One or the Gazit Group, as the case may be.

Election. This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2. (1) The Purchaser understands taxpayer who performed the services is: Name: Address: Taxpayer Ident. No.: (2) The property with respect to which the election is being made is shares of the common stock of Ceres, Inc. (3) The property was issued on , . (4) The taxable year in which the election is being made is the calendar year . (5) The property is subject to a repurchase right pursuant to which the issuer has the right to acquire the property at the original purchase price if for any reason taxpayer’s service with the issuer terminates. The issuer’s repurchase right lapses in a series of annual and monthly installments over a four (4)-year period ending on , 200 . (6) The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $ per share. (7) The amount paid for such property is $ per share. (8) A copy of this statement was furnished to Ceres, Inc. for whom taxpayer rendered the services underlying the transfer of property. (9) This statement is executed on , . Spouse (if any) Taxpayer The property described in the above Section 83(b) election is comprised of shares of common stock acquired pursuant to the exercise of an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”). Accordingly, it is the intent of the taxpayer to utilize this election to achieve the following tax results. 1. The purpose of this election is to have the alternative minimum taxable income attributable to the purchased shares measured by the amount by which the fair market value of such shares at the time of their transfer to the taxpayer exceeds the purchase price paid for the shares. In the absence of this election, such alternative minimum taxable income would be measured by the spread between the fair market value of the purchased shares and the purchase price which exists on the various lapse dates in effect for the forfeiture restrictions applicable to such shares. 2. Section 421(a)(1) of the Code expressly excludes from income any excess of the fair market value of the purchased shares over the amount paid for such shares. Accordingly, this election is also intended to be effective in the event there is a “disqualifying disposition” of the shares, within the meaning of Section 421(b) of the Code, which would otherwise render the provisions of Section 83(a) of the Code applicable at that time. Consequently, the taxpayer hereby elects to have the amount of disqualifying disposition income measured by the excess of the fair market value of the purchased shares on the date of transfer to the taxpayer over the amount paid for such shares. Since Section 83 ---------------------- 421(a) presently applies to the shares which are the subject of this Section 83(b) election, no taxable income is actually recognized for regular tax purposes at this time, and no income taxes are payable by the taxpayer as a result of this election. The foregoing election is to be effective to the full extent permitted under the Code. The following definitions shall be in effect under this Agreement: A. Agreement shall mean this Stock Purchase Agreement. B. Board shall mean the Corporation’s Board of Directors. C. Code shall mean the Internal Revenue Code of 1986, as amended (the "Code")amended, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value rules and regulations promulgated thereunder. D. Common Stock shall mean the Corporation’s common stock. E. Corporate Transaction shall be deemed to have occurred when: (i) Any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means whether or not the 6-month period after the Closing during which such officers, directors and 10% shareholders are Corporation is then subject to suit under Section 16(b) the terms of the Exchange Act. ), directly or indirectly, of securities of the Corporation representing twenty (20%) percent or more of the combined voting power of the Corporation’s then-outstanding securities; or (ii) The Purchaser understands that he may elect following individuals cease for any reason to be taxed constitute a majority of the number of directors then serving: individuals who constitute the Board as of December 31, 1999 and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s shareholders was approved or recommended by a vote of at the time the Stock is purchased rather than when and as the Purchase Option or 6least two-month Section 16(b) period expires by filing an election under Section 83(bthirds (2/3) of the Code with directors then still in office who either were directors on the I.R.S. Even if the fair market value date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or (iii) There is consummated a merger or consolidation of the Stock equals the amount paid for the StockCorporation, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will other than (A) a merger or consolidation which would result in the recognition voting securities of ordinary income the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any Subsidiary, at least sixty (60%) percent of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates other than in connection with the securities acquired directly from the Corporation or its affiliates other than in connection with the acquisition by the Purchaser, as the Purchase Option lapses, Corporation or after the lapse its affiliates of a business) representing twenty (20%) percent or more of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value combined voting power of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days Corporation’s then outstanding securities; or (iv) The shareholders of the date Corporation approve a plan of purchase. Furthermore, Purchaser acknowledges that Purchaser must file complete liquidation or dissolution of the Corporation or there is consummated an election form with such I.R.S. Center with the Purchaser's tax return agreement for the tax year in which sale or disposition by the Purchaser makes the election. Purchaser must also file a copy Corporation of all or substantially all of the election form with Corporation’s assets, other than a sale or disposition by the Company. 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)Corporation of all or substantially all of the Corporation’s assets to an entity, EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(Bat least sixty (60%) ELECTION IS A CONDITION TO THE SALEpercent of the combined voting power of the voting securities of which are owned by shareholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale. F. Corporation shall mean Ceres, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERInc., a Delaware corporation, and any successor corporation to all or substantially all of the assets or voting stock of Ceres, Inc. which shall by appropriate action adopt the Plan. G. Disposition Notice shall have the meaning assigned to such term in Paragraph E.2. H. Exercise Notice shall have the meaning assigned to such term in Paragraph E.3. I. Exercise Price shall have the meaning assigned to such term in Paragraph A.1.

Election. The Purchaser Grantee understands that under Section 83 ---------------------- of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of Shares on the date any forfeiture restrictions on applicable to such Shares lapse will be reportable as ordinary income to the Stock Grantee in the tax year in which such restrictions lapse. In For this contextpurpose, the term "restrictionforfeiture restrictions" means includes the right automatic forfeiture of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(bUnvested Shares (as hereinafter defined) of the Exchange Actas provided in Article V hereof. The Purchaser understands Grantee understands, however, that he may elect to be taxed at the time the Stock is purchased Shares are acquired hereunder, rather than when and as the Purchase Option or 6-month Section 16(b) period expires such Shares cease to be subject to such forfeiture restrictions, by filing an irrevocable election under Section 83(b) of the Code with the I.R.S. Even if Internal Revenue Service within thirty (30) days after the date of this Agreement. If this irrevocable election is made, the Grantee will be taxed on the fair market value of the Stock equals Shares as of the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the futuredate of this Agreement (determined without taking into account any forfeiture restrictions). The form for making this irrevocable election is attached as Exhibit A hereto. In the event that the Grantee makes this irrevocable election, and the Grantee's Unvested Shares are forfeited pursuant to Article V hereof, the Grantee will not be entitled to deduct the income, if any, previously recognized as income with respect to those shares as a result of the election. The Purchaser Grantee understands that failure to make this filing timely within the thirty (30) day period will result in the recognition of ordinary income by the Purchaser, Grantee as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such forfeiture restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. THE PURCHASER GRANTEE ACKNOWLEDGES THAT IT IS THE PURCHASERGRANTEE'S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY'S 'S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASERSUCH GRANTEE'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALEThis summary is necessarily incomplete, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERand the tax laws and regulations are subject to change. The Grantee should consult a tax advisor before making an election under Section 83(b).

Election. 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 amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "“restriction" ” means the right of the Company Corporation to buy back the stock Stock pursuant to to, for example, the Purchase Repurchase Option. In the event the Company Corporation has registered its securities under the Exchange Act, ". “restriction" ” with respect to officers, directors and 10% shareholders stockholders also means the 6six-month period after the Closing purchase during which such officers, directors and 10% shareholders stockholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser Employee understands that if such provision is applicable to him, he may elect to be taxed at the time the shares of Stock is are purchased rather than when and as the Purchase Repurchase Option or 6six-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. IRS within thirty (30) days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made for it to avoid adverse tax consequences in the futureapply. The form for making this election is attached hereto. The Purchaser Employee understands that failure to make this filing timely will result in the recognition of ordinary income by the PurchaserEmployee, as the Purchase any Repurchase Option lapses, or after the lapse of the 6six-month Section 16(b) period, on the difference between the purchase price Purchase Price and the fair market value of the Stock at the time such restrictions lapse. Purchaser The Employee further understands that if Purchaser desires the income tax laws of Employee’s state of residence may contain provisions similar to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase83. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. THE PURCHASER EMPLOYEE ACKNOWLEDGES THAT IT IS THE PURCHASER'S EMPLOYEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S CORPORATION’S TO FILE TIMELY THE ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(b)) AND UNDER ANY CORRESPONDING PROVISIONS OF STATE TAX LAW, EVEN IF THE PURCHASER EMPLOYEE REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S EMPLOYEE’S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION EMPLOYEE SHOULD CONSULT HIS OWN TAX ADVISOR AS TO THE SALE, TAX CONSEQUENCES OF THIS PURCHASE RIGHT. IRS RULES AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERGUIDANCE MAY CHANGE.

Election. 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 amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached as Exhibit C hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. 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 amount paid for the Stock shares and the fair market value of the Stock shares as of the date any restrictions on of the Stock shares lapse. In this context, "restriction" means the right of the Company to buy back the stock shares pursuant to the Purchase Optionpurchase option. In the event the Company has registered under the Securities Exchange ActAct of 1934, "restriction" with respect to officersofficer, directors and 10% shareholders also means the 6six-month period after the Closing purchase of the share during which sales of certain securities by such officers, directors directors, and 10% shareholders are subject would give rise to suit liability under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is shares are purchased rather than when and as the Purchase Option purchase option or 6six-month Section section 16(b) period expires expires, by filing an election under Section 83(b) of the Code with the I.R.S. Internal Revenue Service within thirty (30) days after the date of purchase. Even if the fair market value of the Stock share equals the amount paid for the Stockshares (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands understand that failure to make this filing in a timely manner will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, purchase option lapses or after the lapse of the 6six-month Section section 16(b) period, on the any difference between the purchase price and the fair market value of the Stock shares at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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), 83 (b) EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.,

Election. The Purchaser understands that Section 83 ---------------------- 83(a) of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income for a nonstatutory stock option the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "restriction" means the right of the Company to buy back the stock Shares pursuant to the Purchase Repurchase Option set forth in Section 8(a) of this Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he Purchaser may elect to be taxed at the time the Stock is purchased Shares are purchased, rather than when and as the Purchase Repurchase Option or 6-month Section 16(b) period expires expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the I.R.S. Internal Revenue Service within 30 days from the date of purchase. Even if the fair market value of the Stock Shares at the time of the execution of this Option equals the amount paid for the StockShares, the election must be made to avoid adverse income and alternative minimum tax consequences treatment under Section 83(a) in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing file such an election in a timely will manner may result in the recognition of ordinary income by the adverse tax consequences for Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser further understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed an additional copy of such election form should be filed with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's his or her federal income tax return for the tax calendar year in which the Purchaser makes the electiondate of this Option falls. Purchaser must also file acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser agrees that he or she will execute and deliver to the Company with this executed Option a copy of the election form Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the "Acknowledgment") attached hereto as Exhibit C. Purchaser further agrees that he or she will execute and submit with the Company. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION Acknowledgment a copy of the 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERElection attached hereto as Exhibit D (for income tax purposes in connection with the early exercise of a nonstatutory stock option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an election.

Election. The Purchaser understands that Sellers and the Buyer will make a --------------------------- timely and effective election under Section 83 ---------------------- 338(h)(10) of the Code and any comparable provision of state or local law with respect to the purchase by the Buyer of the Subject Shares hereunder (collectively, together with the elections under Section 338(g) of the Code and any comparable provision of state or local law, the "Section 338(h)(10) Elections"). To facilitate such election, within 120 days after the Closing Date, the Buyer will deliver to the Sellers a completed Internal Revenue Code of 1986, as amended Service Form 8023 and the required schedules thereto and any similar forms under applicable state or local law (the "CodeForms")) with respect to the Buyer's purchase of the Subject Shares, taxes as ordinary income the difference between the amount paid which Forms shall have been duly executed by an authorized person for the Stock Buyer and shall allocate the "modified aggregate deemed sales price" (as defined below) substantially in accordance with the asset values set forth in Schedule 6.2.6 attached hereto. -------------- Provided that the information on such Forms is, in the reasonable determination of the Sellers, correct and complete in all material respects, the Sellers will execute and deliver such Forms to the Buyer within 30 days after the Sellers' receipt of such Forms. The Sellers and the fair market value of Buyer shall cooperate fully with each other and make available to each other such Tax data and other information as may be reasonably required by the Stock as of Sellers or the date Buyer in order to prepare and timely file the Forms and any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Optionother required statements or schedules. In the event that the Company has registered under Buyer and the Exchange Act, "restriction" with respect Sellers are unable to officers, directors and 10% shareholders also means resolve any disagreements regarding the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) allocation of the Exchange Act. The Purchaser understands that he may elect to be taxed at "modified aggregate deemed sales price" (as defined under applicable Treasury Regulations) among the time the Stock is purchased rather than when and as the Purchase Option assets or 6-month Section 16(b) period expires by filing an election under Section 83(b) other aspects of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns Forms within 30 days after notice of such disagreement, the matter in dispute shall be resolved as soon as practicable by the Milwaukee office of the date Independent Firm (but in no event longer than 30 days), which resolution shall be binding and conclusive upon the Buyer and the Sellers without further appeal therefrom. The Buyer on the one hand and the Sellers on the other hand shall bear equally the fees and expenses of purchasesuch firm. FurthermoreThe Buyer will timely file the Forms, Purchaser acknowledges and any required supplements thereto, in the manner prescribed by Treasury Regulation Section 1.338(h)(10)-1(d) or the corresponding provisions of applicable state or local law, and will provide written evidence to the Sellers that Purchaser must file an election form with such I.R.S. Center with it has done so. The Buyer and the Purchaser's tax return for Sellers agree that none of them will take, or permit any of their affiliates to take, any action to modify or revoke the tax year elections contained in which or the Purchaser makes content of any Forms without the election. Purchaser must also file a copy express written consent of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERother.

Election. The Purchaser ▇▇▇▇▇▇▇ understands that under Section 83 ---------------------- of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount Purchase Price paid for the Stock Purchased Shares and the their fair market value of the Stock as of on the date any forfeiture restrictions on applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, the Stock lapse. In this context, term "restrictionforfeiture restrictions" means includes the right of the Company to buy back repurchase the stock Purchased Shares pursuant to the Purchase OptionRepurchase Right set forth in Section 3 below. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser ▇▇▇▇▇▇▇ understands that he she may elect to be taxed at the time the Stock is purchased Purchased Shares are acquired hereunder to the extent the fair market value of the Purchased Shares differs from the Purchase Price rather than when and as the Purchase Option or 6-month Section 16(b) period expires such Purchased Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code with the I.R.S. Even if within thirty (30) days after the date of purchase hereunder. If the fair market value of the Stock Purchased Shares at the date of purchase equals the amount Purchase Price paid for the Stock(and therefore no tax is payable), the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser ▇▇▇▇▇▇▇ understands that failure to make this filing timely within the thirty (30) day period will result in the recognition of ordinary income by ▇▇▇▇▇▇▇ (in the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and event the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of Purchased Shares increases after the date of purchase) as the forfeiture restrictions lapse. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. THE PURCHASER ▇▇▇▇▇▇▇ ACKNOWLEDGES THAT IT IS THE PURCHASER'S ▇▇▇▇▇▇▇'▇ SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY'S 'S, TO FILE A 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 HER BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION ▇▇▇▇▇▇▇ IS A CONDITION RELYING SOLELY ON HER ADVISOR'S WITH RESPECT TO THE SALE, AND THAT THE COMPANY SHALL DECISION AS TO WHETHER OR NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERFILE AN 83(b) ELECTION.

Election. The Purchaser Employee understands that under Section 83 ---------------------- of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount Purchase Price, if any, paid for the Stock Restricted Shares and the their fair market value of the Stock as of on the date any forfeiture restrictions on the Stock lapseapplicable to such Restricted Shares lapse will be reportable as ordinary income at that time. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser Employee understands that he Employee may elect to be taxed at the time the Stock is purchased Restricted Shares are acquired hereunder to the extent the fair market value of the Restricted Shares differs from the Purchase Price, if any, rather than when and as the Purchase Option or 6-month Section 16(b) period expires such Restricted Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code with the I.R.S. Even if within thirty (30) days after the Date of Grant. If the fair market value of the Stock Restricted Shares at the Date of Grant equals the amount Purchase Price paid for the Stock(and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached as Exhibit B hereto. The Purchaser Employee understands that failure to make this filing timely within the 30-day period will result in the recognition of ordinary income by Employee (in the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and event the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of Restricted Shares increases after the date of purchase) as the forfeiture restrictions lapse. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. THE PURCHASER EMPLOYEE ACKNOWLEDGES THAT IT IS THE PURCHASEREMPLOYEE'S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY'S 'S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASEREMPLOYEE'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION EMPLOYEE IS A CONDITION RELYING SOLELY ON EMPLOYEE'S ADVISORS WITH RESPECT TO THE SALE, AND THAT THE COMPANY SHALL DECISION AS TO WHETHER OR NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERFILE AN 83(b) ELECTION.

Election. The Purchaser understands initial Section 338 Tax Adjustment shall be calculated assuming that Section 83 ---------------------- (i) the Buyer will pay the Sellers contingent Earnout Amounts of One Million Dollars ($1,000,000) on each of the Internal Revenue Code one (1) year anniversary and two (2) year anniversary of 1986the Closing Date, as amended and (ii) fifty percent (50%) of the "Code"), taxes as ordinary income Escrow Amount will be disbursed to the difference between Sellers on each of the twelve (12) month anniversary and eighteen (18) month anniversary of the Closing Date. The Seller Representative shall provide the Buyer with a schedule which sets forth the computation of the amount paid for of the Stock Section 338 Tax Adjustment after the Buyer and the fair market value Seller Representative have agreed to the allocation of the Stock as of the date any restrictions on the Stock lapseClosing Purchase Price and contingent Earnout Amount. In this contextmaking such computations, "restriction" means (i) the right highest federal, state and local Tax rate to which any Seller is subject shall be used and any other items of income, deduction, gain, loss or credits of Sellers shall be ignored; (ii) net present value shall be calculated using an eight percent (8%) discount rate, compounded annually; and (iii) any capital loss generated by the Company transaction which is not used to buy back offset capital gain in the stock pursuant to year the Purchase Optioncapital loss is generated shall be disregarded. In the event an audit by the IRS or a state taxing authority changes the Section 338 Tax Adjustment, any additional amount due to a Seller shall be paid by the Buyer to such Seller within ten (10) days of notice to the Buyer of the adjustment. If the Buyer objects to the calculation of the Section 338 Tax Adjustment and the Seller Representative and the Buyer are unable to resolve the differences, the dispute shall be resolved by the Independent Accounting Firm. Any built-in gains tax for which the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit is liable under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) 1374 of the Code with and any similar state income Tax imposed on the I.R.S. Even if Company caused by the fair market value Section 338(h)(10) Election (“Section 338 Taxes”) shall be the responsibility of the Stock equals Buyer and shall not be reflected on the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the futureClosing Financial Statements. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands parties agree that if Purchaser desires to make a Section 83 election338(h)(10) Election is made, Purchaser must file a properly completed all assets other than goodwill shall be sold in exchange for cash, and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERany remaining consideration shall be applied to goodwill.

Election. The Purchaser understands that Section 83 ---------------------- Each Stockholder agrees to join with Sub, if Sub so requests, in making a timely election with respect to any of the Internal Revenue Companies to treat the purchase and sale of the Shares relating to such Company pursuant to this Agreement as a sale of all of the assets under Section 338(h)(10) of the Code as permitted pursuant to Section 1.338(h)(10)-1(a) of 1986the Treasury Regulations promulgated thereunder. Each Stockholder agrees to cooperate with UAG to cause the Companies to timely file for federal and/or state income tax purposes, with respect to the Companies' final short period as amended an S corporation under the Code, any return or extension of the due date thereof as required under the Code to effect or reflect any such election under Section 338(h)(10) of the Code. The parties acknowledge that the total Taxes imposed on each Stockholder resulting from such an election and the Stockholder's sale of Shares pursuant to this Agreement may exceed the total Taxes that would be imposed on the Stockholder as a result of the sale of Shares pursuant to this Agreement if such election were not made. Accordingly, if such an election is made, UAG agrees (i) to cause the "Code"), taxes as ordinary income the difference between Sub to pay each Stockholder the amount paid for of any such excess Taxes ("Excess Taxes") the Stock Stockholder will be required to pay (which amount shall be agreed to by the parties) and (ii) to "gross up" such payment to the Stockholder to include any additional Taxes imposed on the Stockholder as a result of additional taxable income of the Stockholder arising from receipt of any payment under this Section 5.12. Any such elections shall be executed by the respective Stockholders, and the fair market value of corresponding payments shall be made to the Stock as of Stockholders, at Closing; provided, however, that Sub, in its discretion, may defer any such execution and payment until any time up to the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Optionsuch election is due provided such execution and payment are concurrent. In the event the Company has registered under amount initially paid by Sub to any Stockholder pursuant to this Section 5.12(a) is less than the Exchange Actsum of such Stockholder's actual Excess Taxes plus such Stockholder's actual Taxes on the payments received pursuant to this Section 5.12(a), UAG shall cause Sub to pay the Stockholder such excess (as "restrictiongrossed up" with respect to officers, directors and 10% shareholders also means include any additional Taxes imposed on the 6-month period Stockholder as a result of such additional payment) promptly after the Closing during which receipt from such officers, directors and 10% shareholders are subject to suit under Section 16(b) Stockholder of reasonably detailed written evidence of the Exchange Actadditional amount owed by Sub under this Section 5.12(a). The Purchaser understands parties agree that he any claim asserted by the Internal Revenue Service or any other taxing authority for which Sub may elect be liable pursuant to be taxed at the time immediately preceding sentence shall constitute a Third Party Claim for purposes of Section 9.3 hereof and thus the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid specific procedures for the Stock, the election must defense of any such claim set forth therein shall be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERapplicable.

Election. The Purchaser Director understands that under Section 83 ---------------------- of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount Purchase Price, if any, paid for the Stock Restricted Shares and the their fair market value of the Stock as of on the date any forfeiture restrictions on the Stock lapseapplicable to such Restricted Shares lapse will be reportable as ordinary income at that time. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser Director understands that he Director may elect to be taxed at the time the Stock is purchased Restricted Shares are acquired hereunder to the extent the fair market value of the Restricted Shares differs from the Purchase Price, if any, rather than when and as the Purchase Option or 6-month Section 16(b) period expires such Restricted Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code with the I.R.S. Even if within thirty (30) days after the Date of Grant. If the fair market value of the Stock Restricted Shares at the Date of Grant equals the amount Purchase Price paid for the Stock(and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached as Exhibit B hereto. The Purchaser Director understands that failure to make this filing timely within the 30-day period will result in the recognition of ordinary income by Director (in the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and event the fair market value of the Stock at Restricted Shares increases after the time such Date of Grant) as the forfeiture restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. THE PURCHASER DIRECTOR ACKNOWLEDGES THAT IT IS THE PURCHASERDIRECTOR'S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY'S 'S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER DIRECTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASERDIRECTOR'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION DIRECTOR IS A CONDITION RELYING SOLELY ON DIRECTOR'S ADVISORS WITH RESPECT TO THE SALE, AND THAT THE COMPANY SHALL DECISION AS TO WHETHER OR NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERFILE AN 83(b) ELECTION.

Election. The Purchaser understands that Section 83 ---------------------- of the Internal Revenue Code of 1986No later than December 31, as amended 1997, Buyer shall prepare and deliver to Seller a schedule (the "CodePrice Allocation Schedule"), taxes ) allocating the modified ADSP (as ordinary income such term is defined in Treasury Regulations Section 1.338(h)(10)-1) among the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right assets of the Company to buy back and the stock pursuant Subsidiaries in accordance with the Treasury regulations promulgated under Section 338(h)(10). Any objections by Seller to the Purchase OptionPrice Allocation Schedule prepared by Buyer shall be raised within 60 business days after the receipt by Buyer of the Price Allocation Schedule. If Buyer and Seller are unable to resolve any differences within 60 business days thereafter, such dispute shall be resolved by the Accounting Referee, and, if necessary, a revised Price Allocation Schedule consistent with the determination made by the Accounting Referee shall be prepared by Buyer as soon as possible thereafter. In all events, the event Price Allocation Schedule shall be finally prepared and agreed upon prior to August 15, 1998. Buyer and Seller shall each pay one-half of the costs, fees and expenses of the Accounting Referee. The Price Allocation Schedule shall be binding on the parties hereto, and Seller and Buyer agree to act in accordance with such Schedule in the preparation, filing and audit of any Tax return. Buyer agrees to pay Seller for the "Section 338 Cost". The Section 338 Cost shall be equal to fifty percent of the excess, if any, of (a) the Tax payable by Seller taking into account the Section 338(h)(10) Election and the deemed liquidation of the Company has registered under and its Subsidiaries and giving effect to the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means price allocation contained in the 6-month period after Price Allocation Schedule (including any Tax payable as a consequence of the triggering of the policyholder surplus account upon the deemed liquidation) over (b) the amount of Tax that would have been payable if the Seller had reported the sale of the Shares for the Purchase Price hereunder on the Closing during which Date, such officersTax being computed in each case using the maximum applicable statutory rate, directors and 10% shareholders are subject provided, however, that the Section 338 Cost shall in no event exceed $3,500,000. Seller agrees to suit under pay Buyer for the "Section 16(b) 338 Benefit". The Section 338 Benefit shall be equal to fifty percent of the Exchange Act. The Purchaser understands excess, if any, of (a) the amount of Tax that he may elect to be taxed at would have been payable if the time Seller had reported the Stock is purchased rather than when and as sale of the Shares for the Purchase Option or 6-month Price hereunder on the Closing Date, such Tax being computed in each case using the maximum applicable statutory rate, over (b) the Tax payable by Seller taking into account the Section 16(b338(h)(10) period expires by filing an election under Section 83(b) Election and the deemed liquidation of the Code with Company and its Subsidiaries and giving effect to the I.R.S. Even if price allocation contained in the fair market value Price Allocation Schedule (including any Tax payable as a consequence of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse triggering of the 6-month policyholder surplus account upon the deemed liquidation) provided, however, that the Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center 338 Benefit shall in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERno event exceed $3,500,000.

Election. The Purchaser understands that Section 83 of ---------------------- of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange ActOption and/or, "restriction" with respect to officers, directors and 10% shareholders stockholders, "restriction" also means the 6six-month period after the Closing date hereof during which such officers, directors and 10% shareholders stockholders are subject to suit under Section 16(b) of the Securities Exchange ActAct of 1934, as amended. The Purchaser understands that he Purchaser may elect to be taxed at the time the Stock is Shares are purchased rather than when and as the Purchase Option or 6six-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if Internal Revenue Code, within 30 days from the fair market value date of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the futurepurchase. The form for making this election is attached as Exhibit A-3 hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the PurchaserHOWEVER, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the CompanyTHE CHANGES IN THE TAX RATES IMPLEMENTED BY THE TAX REFORM ACT OF 1986 NECESSITATE REVIEW OF PURCHASER'S SPECIFIC SITUATION TO DETERMINE HOW THE PURCHASER'S ULTIMATE TAX LIABILITY MIGHT BE AFFECTED AS A RESULT OF FILING AN ELECTION UNDER SECTION 83(b). 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. 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 amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached as Exhibit C hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ' S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF 1F THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. 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 amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached as Exhibit C hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. The Purchaser understands and the Principal understand that Section 83 ---------------------- 83(a) of the Internal Revenue Code of 1986, as amended (the "CodeCODE"), taxes as ordinary income the difference between the amount paid for the Stock Shares and the fair market value of the Stock Shares as of the date any restrictions on the Stock Shares lapse. In this context, "restrictionRESTRICTION" means the right of the Company to buy back the stock Shares pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Repurchase Option set forth in Section 16(b3(a) of this Agreement. Purchaser and the Exchange Act. The Principal understand that Purchaser understands that he may elect to be taxed at the time the Stock is purchased Shares are purchased, rather than when and as the Purchase Repurchase Option or 6-month Section 16(b) period expires expires, by filing having the Principal file an election under Section 83(b) (an "83(b) ELECTION") of the Code with the I.R.S. Internal Revenue Service within 30 days from the date of purchase. Even if the fair market value of the Stock Shares at the time of the execution of this Agreement equals the amount paid for the StockShares, the election must be made to avoid adverse tax consequences income under Section 83(a) in the future. The form for making this election is attached hereto. The Purchaser understands and the Principal understand that failure to make this filing file such an election in a timely will manner may result in the recognition of ordinary income by the adverse tax consequences for Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price . Purchaser and the fair market value Principal further understand that an additional copy of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form should be filed with the I.R.S. Center in which Purchaser files tax returns within 30 days each of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's their respective federal income tax return for the tax calendar year in which the Purchaser makes the electiondate of this Agreement falls. Purchaser must also file and the Principal acknowledge that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Shares hereunder, and does not purport to be complete. Purchaser and the Principal further acknowledge that the Company has directed them to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which they are organized or resident, and the tax consequences of Purchaser's dissolution. Purchaser and the Principal agree that the Principal has, in consultation with the Purchaser, executed and delivered to the Company with this executed Agreement a copy of the election form Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the "ACKNOWLEDGMENT"), attached hereto as EXHIBIT B. Purchaser and the Principal further agree that the Principal will execute and submit with the Company. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION Acknowledgment a copy of the 83(b)) Election, EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALEattached hereto as EXHIBIT C, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERif the Principal has indicated in the Acknowledgment its decision to make such an election.

Election. The Purchaser understands that Section 83 ---------------------- 83(a) of the Internal Revenue Code of 1986, as amended (the "Code"), normally taxes as ordinary income the difference between the amount paid for the Purchased Stock and the fair market value of the Purchased Stock as of the date any restrictions on the Purchased Stock lapse. In this context, "“restriction" means ” includes the right of the Company to buy back repurchase the stock Purchased Stock pursuant to the Purchase 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 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser further understands that he Purchaser may elect to be taxed at the time the Purchased Stock is purchased purchased, rather than when and as the Purchase Repurchase Option or 6-month Section 16(b) period expires expires, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the I.R.S. Even if Internal Revenue Service within thirty (30) days from the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the futurePurchase Date. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing file such an 83(b) Election in a timely will manner may result in significant adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of any such 83(b) Election is required to be filed with Purchaser’s federal income tax return for the recognition calendar year in which Purchase Date falls. Purchaser further acknowledges and understands that it is Purchaser’s sole obligation and responsibility to timely file such an 83(b) Election, and neither the Company nor the Company’s legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of ordinary the effect of United States federal income by the Purchaser, as taxation with respect to purchase of the Purchase Option lapsesStock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or after foreign country in which Purchaser may reside, and the tax consequences of Purchaser’s death. Purchaser assumes all responsibility for filing the 83(b) Election and paying all taxes resulting from such election or the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERRepurchase Option.

Election. The Purchaser Participant understands that under Section 83 ---------------------- 83(a) of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income the difference between the amount paid for the Stock and excess of the fair market value of the Stock as of unvested Shares on the date any the forfeiture restrictions lapse over the amount paid for such Shares on the Stock Grant Date will be taxed, on the date such forfeiture restrictions lapse, as ordinary income subject to payroll and withholding tax and tax reporting, as applicable. In For this contextpurpose, "restriction" the term “forfeiture restrictions” means the right of the Company to buy receive back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) any unvested Shares upon termination of the Exchange ActParticipant’s employment with the Company. The Purchaser Participant understands that he the Participant may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if to be taxed at ordinary income rates on the fair market value of the Stock equals unvested Shares at the amount paid for time they are acquired, rather than when and as the Stock, unvested Shares cease to be subject to the forfeiture restrictions. Such election (an “83(b) Election”) must be made to avoid adverse tax consequences in filed with the futureInternal Revenue Service within 30 days from the Grant Date of the Award. The form for making this election is attached hereto. The Purchaser Participant understands that failure (a) the Participant will not be entitled to make this filing timely will result in the recognition of a deduction for any ordinary income by the Purchaser, previously recognized as the Purchase Option lapses, or after the lapse a result of the 6-month Section 16(b83(b) period, on Election if the difference between unvested Shares are subsequently forfeited to the purchase price Company and (b) the fair market 83(b) Election may cause the Participant to recognize more compensation income than Participant would have otherwise recognized if the value of the Stock at the time such restrictions lapseunvested Shares subsequently declines. Purchaser THE FORM FOR MAKING AN 83(b) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. THE PARTICIPANT UNDERSTANDS THAT FAILURE TO FILE SUCH AN ELECTION WITHIN THE 30-DAY PERIOD MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. The Participant further understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed an additional copy of such election form should be filed with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's Participant’s federal income tax return for the tax calendar year in which the Purchaser makes date of this Agreement falls. The Participant acknowledges that the electionforegoing is only a summary of the federal income tax laws that apply to the Award of the Shares under this Agreement and does not purport to be complete. Purchaser must also file THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY HAS DIRECTED THE PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF THE PARTICIPANT’S DEATH. The Participant agrees to execute and deliver to the Company with this Agreement a copy of the election form Acknowledgment and Statement of Decision Regarding Section 83(b) Election attached hereto as Exhibit A. The Participant further agrees that the Participant will execute and deliver to the Company with this Agreement a copy of the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERElection attached hereto as Exhibit B if Participant chooses to make such an election.

Election. The Purchaser understands that undersigned taxpayer hereby elects, pursuant to Section 83 ---------------------- 83(b) of the Internal Revenue Code of 1986, as amended amended, to include in gross income as compensation for services the excess (the "Code"), taxes as ordinary income the difference between the amount paid for the Stock and if any) of the fair market value of the Stock as property described below over the amount paid for such property. 1. The name, taxpayer identification number and address of the date any undersigned (the “Taxpayer”), and the taxable year for which this election is being made are: Taxpayer’s Name: Taxpayer’s Social Security/Employer Identification Number: _____________-____________-_____________ Taxpayer’s Address: Taxable Year: ______ Calendar Year 2. The property that is the subject of this election (the “Property”) is _______ common shares, par value $0.01 per share, in NEP Group, Inc. 3. The Property was transferred to the Taxpayer on ____________. 4. The Property is subject to the following restrictions: Pursuant to the terms of the NEP Group, Inc. 2015 Long Term Incentive Plan Restricted Stock Agreement (the “Agreement”) between NEP Group, Inc. and the Taxpayer, the common stock will not be transferable and will be subject to a substantial risk of forfeiture as set forth in the Agreement and the NEP Group, Inc. 2015 Long Term Incentive Plan. The restrictions on the Stock lapsecommon stock will expire and the shares will become transferable and non-forfeitable according to the following schedule: _____________________________________________; provided, however, that such restrictions will expire on such dates only if the Taxpayer continues to provide services to NEP Group, Inc. or its subsidiaries continuously from the Date of Grant through the vesting date. In this context, "restriction" means All unvested common stock shall be forfeited upon the right termination of the Company to buy back the stock pursuant to the Purchase Option. In the event Taxpayer’s employment or service relationship with the Company has registered under or its subsidiaries for any reason except (i) in the Exchange Actcase of a termination by the Company or a subsidiary without “cause” (as defined in the Agreement) or a termination by the Taxpayer for “good reason” (as defined in the Agreement), "restriction" with respect to officers, directors and 10% shareholders also means in which case the 6-month period after unvested common stock shall become immediately vested upon such termination of employment or (ii) as otherwise provided in the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange ActTaxpayer’s employment agreement. 5. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock Property at the time such restrictions lapse. Purchaser understands that if Purchaser desires of transfer (determined without regard to make any restriction other than a nonlapse restriction as defined in Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days 1.83-3(h) of the date of purchaseIncome Tax Regulations) is $______ per common share x _______ shares = $ . 6. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with The amount paid by the Purchaser's tax return Taxpayer for the tax year Property is $_______ per common share x ______ shares = $ . 7. The amount to include in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERgross income is $ .

Election. 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 amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "“restriction" ” means the right of the Company Corporation to buy back the stock Stock pursuant to to, for example, the Purchase Repurchase Option. In the event the Company Corporation has registered its securities under the Exchange Act, "“restriction" ” with respect to officers, directors and 10% shareholders stockholders also means the 6six-month period after the Closing purchase during which such officers, directors and 10% shareholders stockholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser Employee understands that if such provision is applicable to him, he may elect to be taxed at the time the shares of Stock is are purchased rather than when and as the Purchase Repurchase Option or 6six-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. IRS within thirty (30) days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made for it to avoid adverse tax consequences in the futureapply. The form for making this election is attached hereto. The Purchaser Employee understands that failure to make this filing timely will result in the recognition of ordinary income by the PurchaserEmployee, as the Purchase any Repurchase Option lapses, or after the lapse of the 6six-month Section 16(b) period, on the difference between the purchase price Purchase Price and the fair market value of the Stock at the time such restrictions lapse. Purchaser The Employee further understands that if Purchaser desires the income tax laws of Employee’s state of residence may contain provisions similar to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase83. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. THE PURCHASER EMPLOYEE ACKNOWLEDGES THAT IT IS THE PURCHASER'S EMPLOYEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S CORPORATION’S TO FILE TIMELY THE ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(b)) AND UNDER ANY CORRESPONDING PROVISIONS OF STATE TAX LAW, EVEN IF THE PURCHASER EMPLOYEE REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S EMPLOYEE’S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION EMPLOYEE SHOULD CONSULT HIS OWN TAX ADVISOR AS TO THE SALE, TAX CONSEQUENCES OF THIS PURCHASE RIGHT. IRS RULES AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERGUIDANCE MAY CHANGE.

Election. The Purchaser understands that Section 83 ---------------------- Proposing Stockholders shall deliver written -------- notice to the Company and the Non-Proposing Stockholders setting forth in reasonable detail the terms of the Internal Revenue Code proposed Sale of 1986, as amended the Company (the "CodeSale ---- Notice"). Within 20 days following receipt of the Sale Notice (the "Election ------ -------- Period"), taxes as ordinary income the difference between Non-Proposing Stockholders shall deliver to the amount paid for the Stock Company and the fair market value ------ Proposing Stockholders written notice setting forth such holders' election (i) to consent to and raise no objections against proposed Sale of the Stock as of Company, and if the date any restrictions on the Stock lapse. In this context, "restriction" means the right Sale of the Company is structured as a sale of stock, to buy back sell their Stockholder Shares on the stock pursuant terms and conditions set forth in the Sale Notice, or (ii) if such Non-Proposing Stockholders hold more than 20% of the Stockholder Shares, to deliver a written offer (a "Stockholder Offer"), upon substantially ----------------- the same terms as described in the Sale Notice, to acquire the Company (a "Stockholder Transaction"). If the Non-Proposing Stockholders have not ----------------------- delivered a Stockholder Offer within such 20-day period, the Proposing Stockholders shall have 180 days after the expiration of the Election Period to consummate the Sale of the Company, or during which the Company may enter into an agreement providing for such a sale, on the terms specified in the Sale Notice. If the Sale of the Company is not consummated or the Company fails to enter into such an agreement within such 180-day period, the Proposing Stockholders shall again comply with the provisions of this Section 6. If the Non-Proposing Stockholders have delivered a Stockholder Offer within the Election Period, the Non-Proposing Stockholders must (A) obtain an executed definitive and binding agreement to consummate the Stockholder Transaction and obtain binding commitments regarding the financing thereof satisfactory in all respects to the Purchase OptionProposing Stockholders both within 30 days after receipt by the Proposing Stockholders of the Stockholder Offer and (B) must consummate the Stockholder Transaction within 120 days after receipt by the Proposing Stockholders of the Stockholder Offer. In If any of the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(bconditions set forth in (A) or (B) of the Exchange Actpreceding sentence is not fulfilled, the Other Stockholders must again comply with the provisions of this Section 6. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) consummation of a Sale of the Code Company or a Stockholder Transaction pursuant to this Section 6(b) shall be in accordance with the I.R.S. Even if the fair market value provisions of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERTexas Business Corporation Act.

Election. The Purchaser To the extent Employee is subject to United States tax laws, Employee understands that Section 83 ---------------------- 83(a) of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "“restriction" means ” includes the right of the Company to buy back the stock Stock pursuant to the Purchase OptionRedemption Option set forth in Section 2(a) above. In the event the Company has registered under the Exchange ActEmployee understands that, "restriction" with respect to officersif applicable, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he Employee may elect to be taxed at the time the Stock is purchased purchased, rather than when and as the Purchase Redemption Option or 6-month Section 16(b) period expires expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code with the I.R.S. Internal Revenue Service within thirty (30) days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapseof the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) in the future. Purchaser Employee understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Employee under United States tax law if Purchaser desires those laws are applicable. Employee further understands that an additional copy of such 83(b) Election is required to make a Section 83 election, Purchaser must file a properly completed and executed election form be filed with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's his or her federal income tax return for the tax calendar year in which the Purchaser makes date of this Agreement falls. Employee acknowledges that the election. Purchaser must also file foregoing is only a copy summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder, and does not purport to be complete. Employee further acknowledges that the Company has directed Employee to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Employee may reside, and the tax consequences of Employee’s death. Employee assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election form or the lapse of the restrictions on the Stock. If Employee makes or has made an 83 (b) Election with respect to the Stock and if Employee’s employment with the Company. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(bCompany and/or the Subsidiary is terminated due to death or Disability, then as to unvested shares of the Stock, if any, that are repurchased by the Company pursuant to the Redemption Option in accordance with Section 2 (a), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(Bthe Company agrees to pay Employee or Employee’s estate, as applicable, the amount of federal and state income taxes paid by Employee pursuant to an 83 (b) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERElection for such unvested shares of the Stock that are repurchased by the Company pursuant to the Redemption Option in accordance with Section 2 (a) grossed-up for income taxes payable with respect to such payment.

Election. The Purchaser understands that Section 83 ---------------------- of the Internal Revenue Code of 1986No later than December 31, as amended 1997, Buyer shall prepare and deliver to Seller a schedule (the "CodePrice Allocation Schedule"), taxes ) allocating the modified ADSP (as ordinary income such term is defined in Treasury Regulations Section 1.338(h)(10)-1) among the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right assets of the Company to buy back and the stock pursuant Subsidiaries in accordance with the Treasury regulations promulgated under Section 338(h)(10). Any objections by Seller to the Purchase OptionPrice Allocation Schedule prepared by Buyer shall be raised within 60 business days after the receipt by Buyer of the Price Allocation Schedule. If Buyer and Seller are unable to resolve any differences within 60 business days thereafter, such dispute shall be resolved by the Accounting Referee, and, if necessary, a revised Price Allocation Schedule consistent with the determination made by the Accounting Referee shall be prepared by Buyer as soon as possible thereafter. In all events, the event Price Allocation Schedule shall be finally prepared and agreed upon prior to August 15, 1998. Buyer and Seller shall each pay one-half of the costs, fees and expenses of the Accounting Referee. The Price Allocation Schedule shall be binding on the parties hereto, and Seller and Buyer agree to act in accordance with such Schedule in the preparation, filing and audit of any Tax return. Buyer agrees to pay Seller for the "Section 338 Cost". The Section 338 Cost shall be equal to fifty percent of the excess, if any, of (a) the Tax payable by Seller taking into account the Section 338(h)(10) Election and the deemed liquidation of the Company has registered under and its Subsidiaries and giving effect to the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means price allocation contained in the 6-month period after Price Allocation Schedule (including any Tax payable as a consequence of the triggering of the policyholder surplus account upon the deemed liquidation) over (b) the amount of Tax that would have been payable if the Seller had reported the sale of the Shares for the Purchase Price hereunder on the Closing during which Date, such officersTax being computed in each case using the maximum applicable statutory rate, directors and 10% shareholders are subject to suit under provided, however, that the Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences 338 Cost shall in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNERno event exceed $3,500,000.

Election. The Purchaser understands that he (and not the Company) shall be responsible for his own federal, state, local or foreign tax liability and any of his other tax consequences that may arise as a result of the transactions contemplated by this Agreement. Purchaser shall rely solely on the determinations of his tax advisors or his own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters. Purchaser understands that Section 83 ---------------------- of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "“restriction" means ” includes the right of the Company to buy back the stock Stock pursuant to the Purchase Optionits repurchase option. In the event the Company has registered any of its shares under the Securities Exchange ActAct of 1934, "“restriction" ” with respect to officers, directors and ten percent (10% shareholders %) stockholders also means the 6-month period after the Closing purchase of the Stock during which such officersofficer, directors director and ten percent (10% shareholders are %) stockholders could be subject to suit under Section 16(b) of the Securities Exchange ActAct of 1934. The Purchaser understands that he Purchaser may elect to be taxed at the time the shares of Stock is are purchased rather than when and as the Purchase Option Company’s repurchase option or 6-month Section 16(b) period expires restrictions expire by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(bInternal Revenue Service within thirty (30) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of from the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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)) OF THE CODE, EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S ’S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. The Each Purchaser understands that Section 83 ---------------------- of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company Corporation to buy back the stock pursuant to the Purchase Option. In the event the Company Corporation has registered its securities under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6six-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Each Purchaser understands that if such provision is applicable to him or her he or she may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6six-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. within thirty (30) days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached heretowill be made available by the Corporation upon request of any Purchaser. The Each Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the such Purchaser, as the Purchase Option lapses, or after the lapse of the 6-six month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Each Purchaser further understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files income tax returns within 30 days laws of the date State of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the CompanyConnecticut contain provisions similar to Section 83. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANYCORPORATION'S TO FILE TIMELY THE ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(b)) AND UNDER ANY CORRESPONDING PROVISIONS OF STATE TAX LAW, EVEN IF THE PURCHASER REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. The Purchaser understands that Section 83 ---------------------- of the Internal Revenue Code of 1986Seller and Buyer (or their applicable affiliates) shall make a timely, as amended (the "Code"), taxes as ordinary income the difference between the amount paid for the Stock effective and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an irrevocable joint election under Section 83(b338(h)(10) of the Code and, upon mutual written consent of Seller and Buyer, under any comparable statutes in any other jurisdiction, in each case with the I.R.S. Even if the fair market value respect to Buyer’s purchase of the Stock equals under this Agreement (collectively, the amount paid “Section 338(h)(10) Election”). Seller will pay any tax, interest and penalties (collectively “Tax”) attributable to the making of a Section 338(h)(10) Election and will indemnify Buyer and its affiliates against any such Tax. The Section 338(h)(10) Election shall properly reflect the Price Allocation (as hereinafter defined). Within 120 calendar days after the Closing Date, Buyer shall deliver to Seller a separate statement for the StockCompany (“Allocation Statement”) allocating the ADSP (as such term is defined in Treasury Regulations Section 1.338-4) of the assets of the Company, in accordance with the Treasury Regulations under Section 338(h)(10) of the Code. If within thirty (30) calendar days after receipt of the Allocation Statement Seller notifies Buyer in writing that the allocation of one or more items reflected in the Allocation Statement is not a reasonable allocation, Buyer and Seller will negotiate in good faith to resolve such dispute. If Buyer and Seller fail to resolve such dispute within thirty (30) calendar days, then within five (5) days after the end of such 30-day period Buyer and Seller shall choose a nationally recognized law or accounting firm that is mutually acceptable to both of the parties (the “Tax Referee”), and the Tax Referee shall as promptly as practicable determine whether the allocation was reasonable and, if not reasonable, shall appropriately revise the Allocation Statement. The costs, fees and expenses of the Tax Referee shall be borne equally by Buyer and Seller. If Seller does not respond within thirty (30) calendar days, or upon resolution of the disputed items, the election must allocation reflected on the Allocation Statement (as such may have been adjusted) shall be made the “Price Allocation” and shall be binding on the parties hereto. Seller and Buyer agree to avoid adverse tax consequences act, and to cause their respective affiliates to act, in accordance with the Price Allocation in the future. The form for making this election is attached hereto. The Purchaser understands that failure to make this preparation, filing timely will result in and audit of any tax return, including the recognition preparation of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form filing with the I.R.S. Center in which Purchaser files their respective tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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(including IRS Form 8883), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.

Election. 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 amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Purchase Option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 1010 % shareholders also means the 6-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or 6-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached as Exhibit C hereto. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or after the lapse of the 6-month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. Purchaser understands that if Purchaser desires to make a Section 83 election, Purchaser must file a properly completed and executed election form with the I.R.S. Center in which Purchaser files tax returns within 30 days of the date of purchase. Furthermore, Purchaser acknowledges that Purchaser must file an election form with such I.R.S. Center with the Purchaser's tax return for the tax year in which the Purchaser makes the election. Purchaser must also file a copy of the election form with the Company. 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. THE PURCHASER ACKNOWLEDGES THAT THE TIMELY FILING OF THE 83(B) ELECTION IS A CONDITION TO THE SALE, AND THAT THE COMPANY SHALL NOT BE REQUIRED TO ISSUE A CERTIFICATE REPRESENTING THE STOCK UNTIL IT IS SATISFIED THAT SUCH ELECTION HAS BEEN FILED IN A TIMELY MANNER.