Common use of Terms and Conditions Clause in Contracts

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 of the Agreement: In accepting the Award, the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications

Terms and Conditions. Labor Law Acknowledgment U.S. Transaction and Sale Restrictions The Recipient understands that acceptance of the grant of the Award results in a contract between the Recipient and the Company completed in the United States and that the Agreement are governed by the laws of the Commonwealth of Delaware, without regard to choice of law principles thereof. Any Shares acquired under the Plan shall be delivered to the Recipient through a brokerage account in the U.S. The Recipient may hold the Shares in his or her brokerage account in the U.S.; however, in no event will Shares issued to the Recipient under the Plan be delivered to the Recipient in Russia. The Recipient is not permitted to sell the Shares directly to other Russian legal entities or individuals, nor is Recipient permitted to bring any certificates representing the Shares into Russia (if such certificates are actually issued). Depending on the development of local regulatory requirements, the Company reserves the right to require the immediate sale of any Shares to be issued to Recipient upon vesting of the Award. By accepting the Award, Recipient acknowledges that Recipient understands and agree that the Company is authorized to, and may, in its sole discretion, instruct its designated broker to assist with the mandatory sale of Shares issued to the Recipient upon vesting of the Award (on Recipient’s behalf pursuant to this authorization) and Recipient expressly authorizes the Company’s designated broker to complete the sale of such Shares. Recipient acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the shares of Shares, Recipient will receive the cash proceeds, less any Tax-Related Items and brokerage fees or commissions. Data Privacy The following provision supplements replaces Section 12 11 of the Agreement: In By accepting the Award, the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy read, understood and agrees to the terms regarding the collection, processing and transfer of data described in Section 11 of the PlanAgreement. In this regard, upon request of the Company or the Employer, the Recipient agrees to provide an executed data privacy consent form or any similar agreements or consents that the Company or the Employer may deem necessary to obtain under the data privacy laws in Russia, either now or in the future. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided he or she will not be able to grant the Award under participate in the Plan if the Recipient fails to individuals who execute any such consent or agreement that may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985requested. Notifications

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 of I have completed this application to obtain credit and certify that all statements contained herein are true and correct. I am authorized by the Agreement: In accepting the Award, the Recipient consents credit applicant to participate in the Plan and acknowledges that he or she has received a copy of the Planexecute this document on its behalf. The Recipient understands and Applicant agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who credit inquiries may be employees made and authorizes the release of the Company and any Affiliates throughout the worldsuch information to Xxxxxxx. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and Applicant agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or credit granted shall be paid promptly in service accordance with Xxxxxxx (unless otherwise specifically provided Net 30 Day) terms, pricing and policies (Xxxxxxx policies are included in our published price list). Applicant also agrees in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares event any terms or pricing on a purchase order executed by Applicant are inconsistent with Xxxxxxx’ terms, pricing and policies; Xxxxxxx terms, pricing and policies shall take precedence. Xxxxxxx must consent to any amount modifications in writing. Applicant must not display Xxxxxxx products for sale on any third-party websites or marketplaces without prior written authorization from Xxxxxxx. Applicant must xxxxxx Xxxxxxx in writing of indemnification any change in legal structure and/or ownership. In the event other entities or individuals order merchandise using the Applicant’s account without Xxxxxxx receiving proper written notification, it is agreed that both the Applicant and/or such entities or individuals receiving the merchandise shall be obligated for all amounts due. Applicant agrees that credit may be cancelled/revoked at any time without notice, and in the event of termination default, to pay collection charges, actual attorney fees, and court costs. Xxxxxxx may change credit limits or other credit terms at any time, in its sole discretion. Xxxxxxx also reserves the right to suspend performance on any purchase order until payment is received for any unpaid past due balance. Applicant agrees to examine the merchandise immediately upon receipt, and to advise Xxxxxxx of any disputed transactions within 10 days of receipt. Failure to notify Xxxxxxx of any dispute with respect to defective goods shall constitute a waiver of all such disputes. Service charges up to 11/2% per month, or the maximum amount allowed by law, to any balance not paid in accordance with Xxxxxxx’ terms and conditions. These terms and conditions are governed by the laws of the Recipient’s employment by reason ofState of Michigan, but not limited toand if suit is necessary to recover payment, resignationstate and federal courts whose district include Kalamazoo County, retirementMichigan, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer have jurisdiction and under Article 10.3 of the Royal Decree 1382/1985. Notificationsproper venue.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 of the Agreement: In accepting the Award, the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications.

Terms and Conditions. Labor Law Acknowledgment and Waiver The following provision supplements provisions supplement Section 12 of the Grant Agreement: In By accepting the Awardgrant of Stock Options, the Recipient Employee acknowledges, understands and agrees that he or she consents to participate participation in the Plan and acknowledges that he or she has have received a copy of the Plan. The Recipient Employee understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award Stock Options under the Plan to individuals who may be employees of the Company and any or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Planits Subsidiaries or Affiliates on an ongoing basis. Consequently, the Recipient Employee understands that the Award is Stock Options are granted on the assumption and condition that the Award and any Stock Options or the Shares issued under the Plan are acquired upon exercise shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient Employee understands that the Award this grant would not be granted made to the Recipient Employee but for the assumptions and conditions referred to hereinabove; thus, the Recipient Employee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award Stock Options shall be null and void. FurtherThe Stock Options are a conditional right to Shares and vesting may cease in the case of, or affected by, the vesting Employee's termination of service or employment. This will be the case, for example, even if (1) the Employee is considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of the Award is expressly conditioned on Company, the Recipient’s continued employmentEmployer, such that or any other Subsidiary or Affiliate; or (5) the Employee's employment or service terminates for any other reason whatsoever, except for reasons specified in the Grant Agreement. Consequently, upon termination of employmentthe Employee's employment or service for any of the reasons set forth above, the Award Employee may cease vesting immediately, effective on automatically lose any rights to the unvested Stock Options granted to him or her as of the date of the Recipient’s Employee's termination of employment (unless otherwise specifically provided and may have a limited period post-termination to exercise the Stock Option, as described in the Agreement and/or Plan and the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985Grant Agreement. Notifications

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 of the Agreement: In Acknowledgment. By accepting the an Award, the Recipient Participant consents to participate in the Plan and acknowledges that he or she has received a copy of the PlanPlan document. The Recipient Participant understands and agrees that, unless otherwise provided in the Plan, the Award Agreement, the Terms and Conditions for Non‑U.S. Participants or any other Award document, the Awards will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination of Participant’s employment or service prior to vesting by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with Cause, disciplinary dismissal adjudged or recognized to be without Good Reason (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute and/or Article 50 of the Workers’ Statute, and unilateral withdrawal by the Employer under Article 10.3 of Royal Decree 1382/1985. Furthermore, Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the Award Awards under the Plan to individuals who may be employees or other service providers of the Company and any Affiliates throughout the worldor an Affiliate. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any AffiliatesAffiliate on an ongoing basis, over and above other than as expressly set forth in the specific terms of the PlanAward Agreement. Consequently, the Recipient Participant understands that the Award is Awards are granted on the assumption and condition that the Award Awards and any the Shares issued under underlying the Plan are Awards shall not become a part of any employment or service contract (either with the Company Company, the Employer or any Affiliatesother Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient Participant understands that the Award Awards would not be granted to the Recipient Participant but for the assumptions and conditions referred to hereinabove; thus, the Recipient Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 You, We will pay Your filing fee and all costs associated with the arbitration. We shall bear the expense of the Agreement: In accepting the Award, the Recipient consents to participate Your reasonable and actual attorney’s fees regardless of which party prevails in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient understands and agrees that the Company has unilaterallyarbitration; provided however, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event the arbitrator determines one or more of termination Your Claims to be frivolous, You shall bear all of Your own expenses, including all attorney’s fees. An arbitration award may not be set aside except upon the limited circumstances set forth in the Federal Arbitration Act. An award in arbitration will be enforceable under the Federal Arbitration Act by any court having jurisdiction. The time for commencing an arbitration asserting any Claim shall be determined by reference to the applicable statute(s) of limitations, including the applicable rules governing the commencement of the Recipient’s employment by reason oflimitations period, but not limited toand a Claim in arbitration is barred to the same extent it would be barred if it were asserted in court of law or equity rather than in arbitration. NOTHING HEREIN IS INTENDED OR SHOULD BE CONSTRUED AS CONSENT OR AGREEMENT TO CLASS- ACTION OR REPRESENTATIVE ARBITRATION. THE PARTIES AGREE AND ACKNOWLEDGE THAT THERE IS NO AGREEMENT OF ANY KIND BETWEEN THE PARTIES TO CONDUCT ANY ARBITRATION ON A CLASS- ACTION OR COLLECTIVE BASIS, resignationBY YOU AS A REPRESENTATIVE OF OTHERS, retirementA PRIVATE ATTORNEY GENERAL OR A MEMBER OF A CLASS. THE PARTIES COLLECTIVELY AND YOU, disciplinary dismissal adjudged INDIVIDUALLY, ACKNOWLEDGE AND DO NOT AGREE TO ARBITRATION OF ANY CLAIM HEREUNDER ON A CLASS- ACTION, COLLECTIVE OR REPRESENTATIVE BASIS UNDER ANY CIRCUMSTANCES. If any portion of this Arbitration Provision is deemed invalid or unenforceable, all the remaining portions of this Arbitration Provision shall nevertheless remain valid and enforceable, provided, however, that if the portions regarding Your waiver of class-action rights or the Parties’ acknowledgement of no agreement as to class arbitration are deemed invalid or unenforceable, then this Arbitration Provision shall, upon election of any Party, be with causeinvalidated and unenforceable in its entirety. In the event of a conflict or inconsistency between this Arbitration Provision and the other provisions of this Agreement or any prior agreement, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsthis Arbitration Provision governs.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 Discretionary Nature of the Agreement: In Plan By accepting the Awardgrant of PSUs, the Recipient Grantee consents to participate participation in the Plan and acknowledges that he or she has received receipt of a copy of the Plan. The Recipient Grantee understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award in its sole discretion granted PSUs under the Plan to individuals who may be employees of the Company and any Affiliates or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Planits Subsidiaries on an ongoing basis. Consequently, the Recipient Grantee understands that the Award is PSUs are granted on the assumption and condition that the Award PSUs and any Shares issued under the Plan are shares of Stock acquired upon settlement of the PSUs shall not become a part of any employment contract (either with the Company or any Affiliatesof its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient Grantee understands that the Award this grant would not be granted made to the Recipient Grantee but for the assumptions and conditions referred to hereinreferenced above; thus, the Recipient Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award PSUs shall be null and void. FurtherThe Grantee understands and agrees that, the vesting as a condition of the Award is expressly conditioned on the Recipient’s continued employmentgrant of PSUs, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particularAgreement, the Recipient understands and agrees that any unreleased Awards unvested PSUs as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) Grantee ceases active employment, will be forfeited without entitlement to the underlying Shares shares of Stock or to any amount of indemnification in the event of termination of the RecipientGrantee’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged with the Company or any of its Subsidiaries. The Grantee acknowledges that the Grantee has read and specifically accepts the conditions referred to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification in the Agreement regarding the impact of the terms a termination of employment under Article 41 of on the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsPSUs.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 ESR shall at all times remain subject to the terms and conditionsunder his/her contract with the Seconding Entity The ESR will be maintained on the payroll of the Seconding Entityand the Seconding Entityshall retain all rights and responsibilities in relation to its appointment of the ESR. Any current pension arrangements of the ESR will remain unchanged. This Agreement shall be governed by Host Entity country’s law and the ESR’s and Host Entity consent to the exclusive jurisdiction of the Courts of the Host Entity country in respect of this Agreement: In accepting . The Seconding Entity and the AwardHost Entity will endeavour to amicably settle disputes arising out of or in connection with this Agreement. Any disputes that cannot be amicably resolved shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The secondment is subject to the ESR being and remaining eligible to be appointed in the seconding country and is subject to the ESR obtaining a valid visa entitling them to work in the Host Entity country and compliance with the Host Entity country’s immigration rules. While the Host Entity is supporting this placement, the Recipient consents ESR shall be under the day-to-day control of the Host Entity and shall undertake to participate comply with the working practices of, and take instructions from the Host Entity. The ESR must devote him/herself to the tasks as outlined in the Plan and acknowledges that he attached Secondment Plan, unless there are duly justified reasons connected to personal or she has received a copy of the Planfamily circumstances. The Recipient understands and Host Entity agrees to provide the ESR with xxx days leave per annum, pro rata to the full time entitlement of INSERT NUMBER days annual leave per annum as per the beneficiary’s terms of conditions of employment. In addition the ESR will also receive a pro rata entitlement to Seconding Entity country’s Public holidays during the placement period. The Host Entity will ensure that the Company has unilaterallyESR enjoys the same standards of safety and occupational health as those of its employees holding a similar position, gratuitously and discretionally decided to grant will provide health, safety and accident insurance coverage or equivalent for the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the worldESR as required by law. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and beneficiary shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted liable to the Recipient but for Host Entity in respect of any loss or damage suffered by the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any Partner organisation arising out of or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right relating to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically Services provided in the under this Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in respect of any failure to provide the Agreement and/or the Plan) will be forfeited without entitlement Services or arising out of or relating to the underlying Shares or to any amount of indemnification in the event of termination of the RecipientESR’s employment appointment at the Host Entity prior to the expiry date. The Host Entity shall indemnify the beneficiary against all costs, claims, liabilities and expenses of any nature (including, without limitation, all compensation for dismissal under statute or common law and all costs and expenses incurred by reason ofthe beneficiary in settling, but contesting or dealing for the same) resulting from any breach by the Host Entity of its obligations under this Agreement. The beneficiary shall not limited tobe liable in respect of any loss or damage suffered by any party arising out of or relating to Host Entity’s failure to fully meet its responsibilities under the relevant national health and safety laws, resignationregulations or practice. So far as is reasonably practicable, retirementthe Host Entity will ensure that premises, disciplinary dismissal adjudged plant, equipment and working environments are safe and without risk to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification the health and safety of the terms ESR and other persons who may also be affected. The beneficiary shall furthermore not be liable for any loss or damage suffered by any party arising out of employment or relating to the ESR’s failure to fully meet his/her responsibilities under Article 41 of the Workers’ Statute, relocation under Article 40 of relevant national laws and/or regulations applying to the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsbeneficiary.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 11 of the Agreement: In accepting the AwardOption, the Recipient optionee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient optionee understands and agrees that the Company KO has unilaterally, gratuitously and discretionally decided to grant the Award Option under the Plan to individuals who may be employees of the Company KO and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company KO or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient optionee understands that the Award Option is granted on the assumption and condition that the Award Option and any Shares shares of KO Stock issued under upon exercise of the Plan Option are not part of any employment contract (either with the Company KO or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient optionee understands that the Award Option would not be granted to the Recipient optionee but for the assumptions and conditions referred to herein; thus, the Recipient optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award Option and any right to the Award Option shall be null and void. Further, the vesting of the Award Option is expressly conditioned on the Recipientoptionee’s continued employment, such that upon termination of employment, the Award Option may cease vesting immediately, effective on the date of the Recipientoptionee’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient optionee understands and agrees that any unreleased Awards non-vested Options as of the date the Recipient optionee is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares shares of KO Stock or to any amount of indemnification in the event of termination of the Recipientoptionee’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 All goods scheduled in this Agreement are received and accepted by Xxxxxxx on Client’s express representation that it is lawfully authorized to store the goods. XXXXXXX WILL NOT ACCEPT FOR STORAGE, NOR BE LIABLE FOR, ANY OF THE FOLLOWING: DOCUMENTS, CURRENCY, MONEY, JEWELRY, WATCHES, PRECIOUS STONES, ART WORK, ANTIQUES, FURS, OR OTHER ARTICLES OF EXTRAORDINARY VALUE; NOR WILL WE ACCEPT ANY PERISHABLE ITEMS, LIQUID, ILLEGAL SUBSTANCES, OR ANY HAZARDOUS MATERIALS OR WASTE AS DEFINED BY 49 CFR 173. Client agrees to defend and indemnify Xxxxxxx from and against any and all claims, demands, judgments, and costs (including reasonable attorneys’ fees) arising out of or relating to the ownership or title to goods stored, or arising from the storage of any of the above prohibited items in violation of this Agreement: In accepting . Xxxxxxx is expressly given an additional lien on the Awardgoods stored by Client for all such costs, the Recipient consents expenses, and attorney fees. Xxxxxxx shall have a lien on any and all property deposited with it at any time. All goods deposited on which storage or other charges including handling charges are not paid when due may be sold at public or private sale to participate in the Plan and acknowledges that he or she has received a copy pay such accrued charges, together with expenses of the Plan. The Recipient understands sale, after notice to Client or other interested persons of the manner, time, and agrees that place of the Company has unilaterally, gratuitously sale and discretionally decided to grant the Award under amount of the Plan to individuals who accrued charges as may be employees required by law. Xxxxxxx shall only be liable for any loss or injury to the goods caused by its failure to exercise such care as a reasonable, careful owner of similar goods would exercise, subject to the Company and any Affiliates throughout limitation on damages. Xxxxxxx does not represent or warrant that its buildings or the worldcontents of such buildings cannot be destroyed by fire. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and Xxxxxxx shall not be considered required to maintain a mandatory benefitsprinkler or alarm system, salary for any purposes security guard or other preventative / security devices, and its failure to do so shall not constitute negligence. XXXXXXX IS NOT RESPONSIBLE TO CLIENT, ITS PRINCIPAL OR INSURER FOR, AND CLIENT RELEASES XXXXXXX FROM, ANY LOSS OR DAMAGE TO GOODS CAUSED BY FIRE, INSECTS, RODENTS, RUST, NORMAL WEAR AND TEAR, LEAKAGE, MOISTURE, CHANGES IN TEMPERATURE, STRIKES, ACT OF GOD, DETERIORATION BY TIME, OR MARRING AND/OR SCRATCHING (INCLUDING WITHOUT LIMITATION ANY SUCH DAMAGE CAUSED BY XXXXXXX’X NEGLIGENCE); FOR ANY LOSS OR DAMAGE TO FRAGILE ARTICLES (INCLUDING WITHOUT LIMITATION ANY SUCH DAMAGE CAUSED BY XXXXXXX’X NEGLIGENCE; FOR ANY LOSS OR DAMAGE TO THE CONTENTS OF ANY CONTAINER (INCLUDING WITHOUT LIMITATION ANY SUCH DAMAGE CAUSED BY XXXXXXX’X NEGLIGENCE) UNLESS ITS CONTENTS ARE MADE KNOWN TO XXXXXXX AND SPECIFICALLY ITEMIZED IN A RIDER ATTACHED TO THIS AGREEMENT; OR FOR ANY LOSS OR DAMAGE FROM CAUSES BEYOND XXXXXXX’X CONTROL. XXXXXXX SHALL NOT BE RESPONSIBLE FOR THE MECHANICAL FUNCTIONS OF INSTRUMENTS, APPLIANCES OR MACHINERY. XXXXXXX’X FAILURE TO DELIVER GOODS TO ANY PERSON ENTITLED TO THEM SHALL NOT CONSTITUTE CONVERSION OF GOODS OR SUBJECT XXXXXXX TO ANY LIABILITY WHATSOEVER WHEN THE NON-DELIVERY RESULTS FROM CAUSES ARISING FROM STRIKES, LOCKOUTS, WORK STOPPAGES OR RESTRAINTS OF LABOR. It is the responsibility of the client to obtain the appropriate insurance coverage. Goods are not insured by Xxxxxxx nor do storage rates include insurance. All terms of this Agreement, including severance compensationwithout limitation, monthly rental, conditions of occupancy and charges are subject to change upon thirty (30) or any other right whatsoeverdays prior written notice. In additionIf changed, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned Client may terminate this agreement on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment change by giving Xxxxxxx ten (unless otherwise specifically provided in 10) days prior written notice to terminate. If the Agreement and/or the Plan). In particularclient does not give such notice, the Recipient understands change shall become effective and agrees that any unreleased Awards as apply to the Client’s occupancy. Either party reserves the right to terminate the storage of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement goods at any time by giving to the underlying Shares or other party thirty (30) days written notice of its intention to any amount of indemnification in do so. Unless Client removes such goods within that period, Xxxxxxx shall have the event of termination right to deliver such goods to Client at the address on file at Client’s expense. It shall be the duty of the RecipientClient to furnish to Xxxxxxx notification, in writing, to Client’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to address provided herein of any change of address or phone number. This Agreement and any action arising between the parties shall be construed under and in accordance with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification the laws of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsNevada.

Terms and Conditions. Labor Law Acknowledgment All property is transferred and the recipient agrees to accept the property on an as-is, where-is basis. The following provision supplements Section 12 DoD, through DLA Disposition Services, has the final authority to determine the type, quantity, and location of excess property, if any, which will be transferred. This agreement creates no entitlement in the Recipient to receive DoD excess property. Property available under this agreement is for the current use of approved program participants; property will not be issued for speculative or possible future use. Recipients must use the property within one (1) year from the ship date. Recipiants are not authorized to apply to the DoD Computers for Learning (CFL) program for the purpose of redistributing equipment. Property will not be issued directly to repair and redistribution facilities. Title must pass from the federal government directly to the approved recipient. Property will not be obtained for the purpose of sale, lease, loan, personal use, rent, exchange, barter, transfer, to secure a loan, or to otherwise supplement the Recipient's budget. All requests for property will be based on legitimate educational requirements. The signatory of the Agreement: Recipient must be the school principal or superintendent. In accepting the Awardcase of non- profit entities, the organization's executive director should sign the MOA. The signatory validates by signature that the property being requested will be used for educational activities in accordance with EO 12999. When requested by DLA Disposition Services, the Recipient consents will furnish detailed justification for a specific request. The title will transfer on all property (Demil Code “A” and “Q” with and Integrity Code of “6” (Q6)) upon receipt. Title and owndership of the property does not pass from DoD to participate any private individual or Recipient official in their private capacity. Accordingly, such property should be maintained and ultimately disposed of in accordance with provisions in State and local law that govern public property. Sales or gifting of the property in a manner inconsistent with state or local law may constitute grounds to deny future participation in the Plan and acknowledges that he or she has received a copy of the PlanCFL Program. The Recipient understands Munitions List Items (MLI), Significant Military Equipment (SME); secret, confidential, and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan classified items are not part of any employment contract (either with the Company or any Affiliates) program and shall will not be considered a mandatory benefitavailable for transfer by DLA Disposition Services. The Recipient agrees to return, salary for at government expense, any purposes (including severance compensation) or any other right whatsoeverof the aforementioned equipment inadvertently and improperly delivered to the Recipient. In additionsuch case, the Recipient understands should contact the nearest DLA Disposition Services site immediately to facilitate the return of such items. The Recipient may not dispose of these items. The Recipient must ensure that the Award would not be granted subsequent users are aware of and agree to the Recipient but provide appropriate controls (i.e. security, storage, and transportation) for the assumptions their return. The transportation, use, disposition, and conditions referred final disposition of this property is subject to herein; thusall applicable U.S. laws and regulations, the Recipient acknowledges including all environmental, safety and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reasonhealth, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationstransportation.

Terms and Conditions. Labor Law Acknowledgment The following terms and conditions will apply if Awardee is subject to exchange control restrictions and regulations in the PRC, as determined by the Committee, or an officer of the Company to whom it has delegated authority to administer the Plan, in its sole discretion. Immediate Sale of Shares. This provision supplements Section 12 the “Issuance of Stock” section of the Award Agreement: In accepting To facilitate compliance with regulatory requirements in the AwardPRC, Awardee agrees that any shares of Stock to be issued upon vesting of the Restricted Stock Units may be immediately sold at vesting or, at the Company’s discretion, at a later time. Awardee further agrees that the Company is authorized to instruct its designated broker to assist with the sale of such shares of Stock (on Awardee’s behalf pursuant to this authorization), and Awardee expressly authorizes Fidelity Stock Plan Services, LLC or such other broker as may be designated by the Company in the future to complete the sale of such shares. Awardee acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the shares of Stock at any particular price. Upon the sale of the shares of Stock, the Recipient consents Company agrees to participate pay the cash proceeds from the sale, less any brokerage fees or commissions, to Awardee in accordance with applicable exchange control laws and regulations and provided any liability for Tax-Related Items resulting from the vesting of the Restricted Stock Units has been satisfied. If the Company, in its discretion, does not exercise its right to require the sale of shares of Stock upon vesting of the Restricted Stock Units, as described in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient preceding paragraph, Awardee understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award may require that any shares of Stock acquired by Awardee under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract sold no later than six (either with the Company or any Affiliates6) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipientmonths after Awardee’s continued employment, such that upon termination of employment, or within any other such time frame as may be permitted by the Award may cease vesting immediately, effective on Company or required by the date China State Administration of Foreign Exchange (“SAFE”). Awardee understands that any shares of Stock acquired by Awardee under the RecipientPlan that have not been sold within six (6) months of Awardee’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will may be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal sold by the Employer and under Article 10.3 of designated broker at the Royal Decree 1382/1985. NotificationsCompany’s direction, pursuant to this authorization by Awardee.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 Intending to be legally bound hereby, in consideration of the Agreement: In accepting the Awardmutual promises herein contained, and in further consideration of other good and valuable consideration paid by Grantor to Grantee, the Recipient consents receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee grant, convey, assign, agree and declare as follows: TERM AND GRANT Grantor hereby grants and conveys to participate Grantee an estate, interest and easement in the Plan Building and acknowledges that he or she has received a copy Open Space as shown in Exhibit C, for the preservation of historic, architectural, and scenic values of the Plannature and character and to the extent set forth in this Easement, to constitute a servitude and covenant upon the Property, running with the land for the benefit of and enforceable by Grantee, to have and to hold the said estate, interest and easement subject to and limited by the provisions of this Easement, to and for Grantee’s proper uses forever. SCOPE OF GRANTEE’S ESTATE, INTEREST AND EASEMENT The Recipient understands Easement herein granted conveys to Grantee an interest in the Property consisting of the benefits of the following covenants and agrees undertakings by Grantor. Without the prior written consent of Grantee, Grantor shall not cause, permit or suffer any construction, alteration, remodeling, decoration, dismantling, destruction, or other activity which would affect or alter in any material way the appearance of the Building or the Open Space, as shown in Exhibit C, except as specifically required herein pursuant to Exhibit B and/or authorized pursuant to Paragraph 7(b) hereof. Grantor, at Grantor’s expense, shall maintain the Building and Open Space at all times and shall keep the Building and Open Space in a state of good repair and shall make sure that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees appearance of the Company Building and Open Space, as viewed from any Affiliates throughout location on any street on or off the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and Property shall not be considered permitted to deteriorate in any material way, and to this end, Grantor agrees that it shall comply with the Restoration Program and the Minimum Maintenance Program set forth in Exhibit B to this Easement. Grantor shall not cause, permit or suffer the removal of any of the original or historic building elements from the Building and Open Space, unless consistent with the preservation and conservation objectives of this Easement, and with the prior written permission of Grantee, except when the replacement of those elements is required, in Grantor’s reasonable judgment, because of imminent danger to the building or to comply with applicable codes. Grantor shall permit Grantee access to the Property at such reasonable times and upon reasonable prior notice as Grantee may request for the purpose of examining and testing of all structural portions of the Building, the materials and elements of the Building and such portions of the Building and Open Space as are subject to the Easement. Grantor acknowledges that the setting in which the Property is located, including the scale, design, massing and materials of existing and new buildings in the nearby area, affects the historic value of the Property and that Grantee’s interest in an appropriate setting is as direct, substantial and immediate as Grantor’s interest. The Grantor authorizes Grantee to protect Grantee’s interest, through advocacy or litigation, in any federal, state or local board, commission, council or agency for appropriate preservation of existing buildings or features and/or for appropriate new development in the nearby area. Grantor shall permit Grantee to display on the Property, at its discretion, a mandatory benefitsmall marker or sign evidencing its ownership of the Easement granted herein. The location, salary size, design and material of any such marker or sign shall be mutually acceptable to Grantor and Grantee. EXISTING CONDITIONS, INITIAL LEVEL OF PRESERVATION, ALTERATIONS AND PRESERVATION OBJECTIVES Exhibit B.I.A., Initial Restoration, indicates the required work, if any, necessary to be done on the Building and Open Space within fifteen (15) months of execution of this Easement or as otherwise scheduled therein (the “Initial Restoration”). Exhibit B also sets forth permitted future restoration and permitted alterations to the Property and the request for prior approval by Grantee. Exhibit B.I.A. and certain photographs, plans and specifications, attached hereto as Exhibit C and made a part hereof, shall constitute the aesthetic, architectural, landscape and historic condition in which the appearance of the Building and Open Space is to be maintained and preserved after completion of the work required pursuant to Paragraph 3(a) above. Except as otherwise provided in this Easement, such photographs, plans and specifications set forth in Exhibit C, as supplemented by Exhibit B.I., shall constitute conclusive evidence of the appearance of the Property and built elements on the Property which are not to be materially affected or altered pursuant to Paragraph 2(a) above and are to be maintained pursuant to Paragraphs 2(b) and 2(c) above. RIGHTS OF GRANTEE IF PROPERTY DESTROYED In the event that the Building and/or Open Space located on the Property is, by reason of fire, flood, earthquake or other disaster of any purposes (including severance compensation) kind whatsoever: Partially destroyed, to such an extent or any other right whatsoeverof such nature that the appearance of the Building and/or Open Space is altered from the Building’s and Open Space’s appearance in the photographs, plans and specifications referred to in Paragraph 3 above, but is not totally destroyed in the reasonable judgment of Grantee, then Grantor shall, as promptly as is practicable, restore the Building and Open Space up to at least the total of the casualty insurance recovery to a condition so that the appearance is restored to that shown in such photographs, plans and specifications. In addition, Grantor and Grantee, after consultation with each other, may agree upon such other restoration that is consistent with the Recipient understands that architectural character, including height, bulk, mass, materials and colors, and landscape character, of the Award would remainder of the building and of historic commercial / residential buildings and open space located within [name of National Register District]. Grantor need not be granted expend a sum in excess of an amount equal to the Recipient but for sum of such casualty insurance recovery. Totally destroyed, then Grantor shall not thereafter erect on the assumptions Property any building the appearance of which as seen from any street on or off the Property is inconsistent with the architectural character, including height, bulk, mass, materials and conditions referred to herein; thuscolors, of the historic [commercial or residential] buildings in the [insert name of National Register District]. Upon satisfactory completion of such restoration, the Recipient acknowledges and freely accepts that should any or all appearance of the assumptions Building and Open Space to which Paragraphs 2(a), 2(b) and 2(c) above shall apply shall be mistaken or should any the restored appearance of the conditions not be met for any reasonBuilding and Open Space. If Grantor shall fail to restore the Building and Open Space promptly as required under this Paragraph 4, then Grantee shall have all the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment rights given it under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsParagraph 5 below.

Terms and Conditions. Labor Law Acknowledgment and Waiver The following provision supplements provisions supplement Section 12 of the Grant Agreement: In By accepting the Awardgrant of Stock Options, the Recipient Employee acknowledges, understands and agrees that he or she consents to participate participation in the Plan and acknowledges that he or she has have received a copy of the Plan. The Recipient Employee understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award Stock Options under the Plan to individuals who may be employees of the Company and any or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Planits Subsidiaries or Affiliates on an ongoing basis. Consequently, the Recipient Employee understands that the Award is Stock Options are granted on the assumption and condition that the Award and any Stock Options or the Shares issued under the Plan are acquired upon exercise shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient Employee understands that the Award this grant would not be granted made to the Recipient Employee but for the assumptions and conditions referred to hereinabove; thus, the Recipient Employee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award Stock Options shall be null and void. FurtherThe Stock Options are a conditional right to Shares and vesting may cease in the case of, or affected by, the vesting Employee's termination of service or employment. This will be the case, for example, even if (1) the Employee is considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of the Award is expressly conditioned on Company, the Recipient’s continued employmentEmployer, such that or any other Subsidiary or Affiliate; or (5) the Employee's employment or service terminates for any other reason whatsoever, except for reasons specified in the Grant Agreement. Consequently, upon termination of employmentthe Employee's employment or service for any of the reasons set forth above, the Award Employee may cease vesting immediately, effective on automatically lose any rights to the unvested Stock Options granted to him or her as of the date of the Recipient’s Employee's termination of employment (unless otherwise specifically provided and may have a limited period post-termination to exercise the Stock Option, as described in the Agreement and/or Plan and the PlanGrant Agreement. Notifications Securities Law Notice No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of this Stock Option. The Grant Agreement, including this Appendix, has not been, nor will it be, registered with the Comisión Nacional del Xxxxxxx de Valores, and does not constitute a public offering prospectus. Exchange Control Notice The acquisition, ownership and sale of Shares under the Plan must be declared to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), which is a department of the Ministry of Economy and Competitiveness. In particularGenerally, the Recipient understands and agrees that declaration must be made in by filing the appropriate form with the DGCI. The ownership of any unreleased Awards as Shares must also be declared with the DGCI each January while the Shares are owned. However, if the value of the date Shares acquired or sold during the Recipient is no longer actively employed or in service (unless otherwise specifically provided in year exceeds a particular threshold, the Agreement and/or the Plan) will declaration must be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination filed within one month of the Recipient’s employment by reason ofacquisition or sale, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsas applicable.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 Unless otherwise set forth in a written agreement between the parties hereto (each a “party” and collectively the “parties”), no terms and conditions, other than the terms and conditions set forth in this Invoice Terms and Conditions of Sale (including any terms and conditions included on any document attached to or incorporated by reference to each invoice (collectively the Agreement: In accepting “Terms of Sale”) provided by DAC International Inc. (the Award“Seller”)), the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may shall be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted binding on the assumption “Seller and condition that the Award customer ( the “Buyer”). These terms constitute an offer by the Seller to sell the Products in accordance with the terms and any Shares issued under conditions contained herein. Therefore, acceptance by the Plan are not part Seller of any employment contract order placed by a Buyer (either with the Company or any Affiliatese.g., a “Sales Order”) for goods and shall not be considered a mandatory benefit, salary for any purposes (services; including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignationDAC’s Spare Parts, retirementRepair and Overhaul Services, disciplinary dismissal adjudged Ground Support Equipment, and Technical Field Support (collectively the “Products”), is expressly made conditional upon the Buyer’s agreement to the Seller’s terms and conditions contained herein. Terms and conditions contained in any purchase order or any other documents of the Buyer which differ from or are in addition to the terms and conditions of the Terms of Sale shall not be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal binding on objective groundsthe Seller, whether adjudged or recognized to be with or without cause, material modification of not they would materially alter the terms of employment under Article 41 this Invoice and Seller hereby objects to all of these terms. Notwithstanding anything herein to the contrary, if a written contract is signed by both parties covering the sale of the Workers’ StatuteProducts in a Sales Order, relocation under Article 40 the terms and conditions of said contract shall govern. Buyer will be deemed to have assented to all terms and conditions herein if any of the Workers’ StatuteProducts shipped under the Seller’s invoice are accepted, Article 50 unless Buyer thereafter promptly objects thereto in writing. If for any Sales Order of Products, a Buyer requires additional assurances of the Workers’ StatuteSeller’s performance or should any other terms and conditions, unilateral withdrawal including those set forth in the Buyer’s purchase order or other ordering documentation, be requested, the Seller will review such request(s) on a case by the Employer case basis, and under Article 10.3 any additional terms approved in writing by an authorized signatory of the Royal Decree 1382/1985. NotificationsSeller shall apply.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 When exercised, all or a portion of this Option may trigger Spanish taxation laws, including the potential application of specific tax benefits, which will be determined on a case by case basis. Discretionary Nature of the Agreement: In Plan By accepting the AwardOption grant, the Recipient Optionee consents to participate participation in the Plan and acknowledges that he or she has received receipt of a copy of the Plan. The Recipient Optionee understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award in its sole discretion granted Options under the Plan to individuals who may be employees of the Company and any Affiliates or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Planits Subsidiaries on an ongoing basis. Consequently, the Recipient Optionee understands that the Award Option is granted on the assumption and condition that the Award Option and any Shares issued under the Plan are shares of Stock acquired upon exercise of the Option shall not become a part of any employment contract (either with the Company or any Affiliatesof its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient Optionee understands that the Award this grant would not be granted made to the Recipient Optionee but for the assumptions and conditions referred to hereinreferenced above; thus, the Recipient Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Option grant of the Award and any right to the Award shall be null and void. FurtherThe Optionee understands and agrees that, the vesting as a condition of the Award is expressly conditioned on the Recipient’s continued employmentOption grant, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particularAgreement, the Recipient understands and agrees that any unreleased Awards unvested Option as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided Optionee ceases active employment, and any vested portion of the Option not exercised within the post-termination exercise period set out in the Agreement and/or the Plan) Agreement, will be forfeited without entitlement to the underlying Shares shares of Stock or to any amount of indemnification in the event of termination of the RecipientOptionee’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged with the Company or any of its Subsidiaries. The Optionee acknowledges that the Optionee has read and specifically accepts the conditions referred to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification in the Agreement regarding the impact of the terms a termination of employment under Article 41 of on the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985Option. NotificationsA8

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 of In providing the Agreement: In accepting the Awardservices described hereunder, the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant ASMXC will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract make requests for such information (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason ofincluding, but not limited to, resignationthe preliminary requests found on Exhibit A attached hereto) as we reasonably determine appropriate to perform these services. The Company agrees and acknowledges that ASMXC, retirementand its employees, disciplinary dismissal adjudged agents, counsel and advisors, in performance of the Advisory Services, is relying entirely on the Company to provide all information concerning itself and its business when performing the Coordination Services contemplated hereunder, and we do not assume any responsibility for the accuracy and/or completeness of the information. Company represents that all such information provided to ASMXC is true, accurate and complete in all material respects and, to the best of Company’s knowledge does not omit any information that, with the passage of time, would cause the information provided to be inaccurate, false or incomplete. Company shall promptly submit any additional information which supplements, corrects, amends or reflects material changes in or to any of the information previously submitted to ASMXC. We will keep information designated confidential by Company as such and not disclose to any third party any confidential information of the Company, and will use such confidential information only in connection with causethis engagement; provided, disciplinary dismissal adjudged however, such confidential information shall not include any information (i) already lawfully in our possession prior to the date of its disclosure to us by you, (ii) generally available to the public or recognized (iii) which becomes available to us on a non-confidential basis from a third party who is not known to us to be without causebound by a confidentiality obligation with respect to such information; and provided, individual further, that such confidential information may be disclosed (a) to our officers, members, employees, agents, affiliates, advisors and representatives (collectively, our “Representatives”) in connection with our engagement hereunder who shall be informed of the confidential nature of this information and agree to keep such information confidential whereby a breach of such obligation by our Representatives shall be a breach by us ; (b) to any person with prior written consent of Company; or collective dismissal adjudged (c) if, upon the advice of counsel, we are compelled by law to disclose such information provided that we shall use reasonable effort to seek protective order from such disclosure and provide Company with an opportunity to assist in such effect. The provisions of this paragraph shall survive for two (2) years after the expiration or recognized termination of this Agreement. We are an independent contractor to you and are not a fiduciary to you or your shareholders. The Company acknowledges that it is a sophisticated business enterprise with competent financial advisors and legal counsel, and the Company has retained ASMXC for the limited purposes set forth in this Agreement. The parties acknowledge and agree that their respective rights and obligations as set forth herein are contractual in nature. Accordingly, the Company disclaims any intention to impose any fiduciary obligations on ASMXC by virtue of the engagement contemplated by this Agreement, and ASMXC shall not be deemed to have any fiduciary duties or obligations to any investors, the Company, any other business entities, or their respective officers, directors, shareholders, partners, members, affiliates or creditors, as a result of this Agreement or the services provided pursuant hereto. The Company agrees to indemnify and hold harmless the ASMXC and its officers, directors, partners and employees (each an “Indemnified Party”) from and against any losses, claims (including the reasonable cost of investigation), damages or liabilities, joint or several, to which ASMXC, or its Indemnified Parties, may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material breach of this Agreement or failure by Company to comply with state or federal securities laws applicable to the Offering, or (b) any untrue statement or alleged untrue statement of a material fact contained (i) in any offering statement by the Company related to the Offering or any post-qualification amendment thereto, any marketing material related to the Offering provided by the Company to any third party or (ii) in any document executed by the Company or on its behalf specifically for the purpose of qualifying any or all of the Offering under the securities laws of any jurisdiction or based upon written information furnished by the Company under the securities laws thereof, or (c) the omission or alleged omission to state a material fact required to be stated in the offering statement related to the Offering or any post-qualification amendment thereof or any marketing material related to the Offering provided by the Company to any third party to make the statements therein not misleading, and the Company will reimburse ASMXC, and its Indemnified Parties, for any legal or other expenses each may reasonably incur in connection with investigating or defending such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of, or is based upon (x) ASMXC’s gross negligence or willful misconduct or (y) an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information originated solely by ASMXC and furnished to the Company by ASMXC expressly for use in an offering statement related to the Offering or any post-qualification amendment thereof or (z) any marketing material related to the Offering provided to any third party. This indemnity agreement will be in addition to any liability which the Company may otherwise have. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without causegiving effect to any principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of any court of the United States, individual or collective dismissal on objective groundsof the State of California, whether adjudged located in Los Angeles County, California, over any suit, action, or recognized proceeding brought by the other party hereto arising out of or relating to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorney fees. This Agreement contains the entire agreement between us concerning the services to be with provided hereunder and supersedes any prior understanding or without cause, material modification agreement in connection therewith. Any amendment or waiver of any right or obligation must be in writing signed by the party against whom it is sought to be enforced. The officers signing below are duly authorized to execute this Agreement on behalf of the terms of employment under Article 41 Company and ASMXC and upon execution this Agreement shall be binding against the Company and ASMXC. This Agreement may not be assigned by Company or ASMXC without the prior written consent of the Workers’ Statute, relocation under Article 40 other Party. The benefits of this Agreement shall inure to the respective successors and assigns of the Workers’ Statuteparties to and person indemnified under this Agreement and their successors, Article 50 of assigns and representatives, and the Workers’ Statute, unilateral withdrawal by the Employer obligations and under Article 10.3 of the Royal Decree 1382/1985. Notificationsliabilities assumed in this Agreement shall be binding upon each party’s respective successors and assigns.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 At the time any Award is made under this Article VIII, the Company and the Holder shall enter into a Restricted Stock Agreement setting forth each of the Agreement: In accepting matters contemplated thereby and such other matters as the Award, Committee may determine to be appropriate. The Company shall cause the Recipient consents Shares to participate be issued in the Plan and acknowledges that he name of Holder, either by book-entry registration or she has received a copy issuance of one or more stock certificates evidencing the Shares, which Shares or certificates shall be held by the Company or the stock transfer agent or brokerage service selected by the Company to provide services for the Plan. The Recipient understands Shares shall be restricted from transfer and agrees that shall be subject to an appropriate stop-transfer order, and if any certificate is issued, such certificate shall bear an appropriate legend referring to the restrictions applicable to the Shares. After any Shares vest, the Company has unilaterallyshall deliver the vested Shares, gratuitously and discretionally decided in book-entry or certificated form in the Company’s sole discretion, registered in the name of Holder or his or her legal representatives, beneficiaries or heirs, as the case may be, less any Shares withheld to grant the Award pay withholding taxes. If provided for under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. ConsequentlyRestricted Stock Agreement, the Recipient understands that Holder shall have the Award is granted right to vote Shares subject thereto and to enjoy all other stockholder rights, including the entitlement to receive dividends on the assumption and condition that Shares during the Award and any Shares issued under Restriction Period. At the Plan are not part time of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In additionsuch Award, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions Committee may, in its sole discretion, prescribe additional terms and conditions referred or restrictions relating to herein; thusRestricted Stock Awards, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason ofincluding, but not limited to, resignation, retirement, disciplinary dismissal adjudged rules pertaining to be with cause, disciplinary dismissal adjudged or recognized the effect of Termination of Service prior to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification expiration of the Restriction Period. Such additional terms, conditions or restrictions shall, to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, be set forth in a Restricted Stock Agreement made in conjunction with the Award. Such Restricted Stock Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting of Awards, including but not limited to accelerated vesting upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements) and (iii) any other matters not inconsistent with the terms of employment under Article 41 and provisions of the Workers’ Statute, relocation under Article 40 Plan that the Committee shall in its sole discretion determine. The terms and conditions of the Workers’ Statute, Article 50 respective Restricted Stock Agreements need not be identical. All Shares delivered to a Holder as part of the Workers’ Statute, unilateral withdrawal a Restricted Stock Award shall be delivered and reported by the Employer and under Article 10.3 Company or the Affiliate, as applicable, to the Holder at the time of the Royal Decree 1382/1985. Notificationsvesting.

Terms and Conditions. Labor Law Acknowledgment 1.1 The following provision supplements Section 12 Relevant Purchasers undertake to the Seller (for itself and on behalf of each member of the Agreement: In accepting Seller’s Group), each of the AwardRelevant Sellers and each Relevant Employee that both they and each member of the Purchaser’s Group will provide no less favourable terms, conditions, contractual benefits and, whether or not contractual, severance terms (subject to Schedule 7) to the Recipient consents Relevant Employees as applied to participate them immediately before Closing for a period of at least 12 months from Closing (the “Protected Period”) (save in respect of stock options or any other type of equity based compensation) and will provide that each Relevant Employee’s period of continuous service with the Seller’s Group (or any corporate predecessor of any member of such group) will be counted as continuous with the Relevant Purchasers, including, without limitation, for eligibility and vesting purposes under all employment benefit plans and, unless such service credit would result in duplicate benefits, also for benefit accrual under such benefit plans or in respect of severance or termination payments provided always that this does not prevent the Relevant Purchasers from terminating the employment of any Relevant Employee in circumstances where such termination amounts to lawful dismissal or dismissal for cause under relevant national legislation provided that the foregoing shall not oblige any member of the Purchaser’s Group to provide retiree health or welfare benefits or defined benefit retirement plans to any Relevant Employee in the Plan United States. The Relevant Purchasers shall use their best efforts to (i) waive any limitation on medical coverage of Relevant Employees due to pre-existing conditions under the applicable medical plan of the Relevant Purchasers or a member of the Purchaser’s Group to the extent such Relevant Employees are currently covered under a medical employee benefit plan of the Seller or a member of the Seller’s Group except where to do so would involve significant unreasonable expense to a member of the Purchaser’s Group and acknowledges that (ii) credit each Relevant Employee with all deductible payments and co-payments paid by such employee under the medical employee benefit plan of the Seller or a member of the Seller’s Group prior to the Closing Date during the year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied his or her deductible and whether he or she has received a copy reached the out-of-pocket maximum under any medical plan of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees Relevant Purchasers or a member of the Company and any Affiliates throughout Purchaser’s Group for such year. Following the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant Protected Period, this paragraph 1.1 will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsapply.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 terms and conditions shall apply to any Revolving Facility Increase: (i) no Default or Event of Default shall exist immediately prior to or after giving effect to such Revolving Facility Increase, (ii) the terms and documentation of such Revolving Facility Increase (other than the Applicable Margin and fees, which shall be determined as set forth below in clause (c)) shall be the same as the existing Revolving Facility, (iii) any loans made pursuant to a Revolving Facility Increase shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (iv) any Lenders providing such Revolving Facility Increase shall be entitled to the same voting rights as the existing Lenders and shall be entitled to receive proceeds of prepayments on the same basis as the existing Lenders, (v) any such Revolving Facility Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Agreement: In accepting Incremental Increase Amount, if less), (vi) the Awardproceeds of any such Revolving Facility Increase will be used for the purposes set forth in Section 3.19, (vii) the Company shall execute a Revolving Note, in favor of any new Lender or any existing Lender requesting a Revolving Note, to evidence its Revolving Commitment to the extent increased pursuant to this Section, (viii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (ix) the Agent shall have received (A) upon request of the Agent, an opinion or opinions of counsel for the Credit Parties, addressed to the and the Lenders, in form and substance acceptable to the Agent substantially similar to those opinions delivered to the Agent on the Closing Date, (B) any authorizing corporate documents as the Agent may reasonably request and (C) if applicable, a duly executed Notice of Borrowing, and (x) the Agent shall have received from the Company an officer’s certificate, in form and substance reasonably satisfactory to the Agent, demonstrating that, after giving effect to any such Revolving Facility Increase on a Pro Forma Basis, the Recipient consents to participate Company will be in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either compliance with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided financial covenants set forth in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsSection 5.5.

Terms and Conditions. Labor Law Acknowledgment Acknowledgement. The following provision supplements Section 12 XI of the Agreement: In By accepting the AwardUnits granted hereunder, the Recipient consents you consent to participate participation in the Plan and acknowledges acknowledge that he or she has you have received a copy of the Plan. The Recipient understands and agrees You understand that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the Award any Units under the Plan to individuals who may be employees members of the Board, Employees or Consultants of the Company and any or its Affiliates throughout the world. The decision is a limited decision that decision, which is entered into upon the express assumption and condition that any grant Units granted will not economically or otherwise bind the Company or any Affiliatesof its Affiliates on an ongoing basis, over and above other than as expressly set forth in the specific terms of the PlanAgreement, including this Appendix. Consequently, the Recipient understands you understand that the Award is Units granted hereunder are given on the assumption and condition that the Award and any Shares issued under the Plan are they shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of Units since the future value of the Units and the underlying Shares is unknown and unpredictable. In addition, the Recipient understands you understand that the Award any Units granted hereunder would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient acknowledges you understand, acknowledge and freely accepts that accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any Units or right to the Award Units shall be null and void. Further, the vesting of the Award Units is expressly conditioned on the Recipient’s your continued employmentand active rendering of service, such that upon termination of employmentif your employment terminates for any reason whatsoever, the Award Units may cease vesting immediately, in whole or in part, effective on the date of the Recipient’s your termination of employment (unless otherwise specifically provided in Section I of the Agreement and/or the PlanAgreement). In particularThis will be the case, for example, even if (1) you are considered to be unfairly dismissed without good cause; (2) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) you terminate service due to a change of work location, duties or any other employment or contractual condition; (4) you terminate service due to a unilateral breach of contract by the Recipient understands and agrees that Company or an Affiliate; or (5) your employment terminates for any unreleased Awards as other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to Units that were not vested on the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided of your termination of employment, as described in the Agreement and/or Plan and the Plan) will be forfeited without entitlement Agreement. You acknowledge that you have read and specifically accept the conditions referred to the underlying Shares or to any amount of indemnification in the event of termination Section I of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985Agreement. NotificationsNOTIFICATIONS

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 PROMISE TO PAY: In consideration of the Agreement: In accepting the Award, the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy sale of the PlanContract to Purchaser, Purchaser promises to pay to AMT the Balance of Sales Price and all Applicable Charges shown under Payment Plan Terms, subject to the provisions of this Agreement. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and Purchaser shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and have any right to reduce any amount owed to AMT pursuant to this Agreement for any reason whatsoever. CANCELLATION: Purchaser has the Award right to cancel this Agreement at any time. Purchaser may cancel this agreement at any time by (i) electing not to make the next payment due pursuant to this Agreement or (ii) sending AMT a Termination Notice. In the event of an Event of Default occurs hereunder, AMT may cancel the Contract and this Agreement. After the effective date of Cancellation, Purchaser shall have no further obligation to make installments under this Agreement. IMPORTANT: Cancelling this Agreement does not immediately cancel your Contract; It only cancels your payment plan. Coverage under your Contract will eventually be null cancelled (in accordance with the terms of this Agreement and voidthe Contract) based on your nonpayment. FurtherHowever, you should contact AMT in order to immediately cancel your Contract. Purchaser hereby assigns to AMT all of Purchaser’s right, title and interest in and to the vesting Contract, including Purchaser’s rights to receive all unearned and return amounts and to assert any rights to reinstate the Contract and all proceeds thereof. In the event that Purchaser has made total payments to AMT in excess of the Award is expressly conditioned on portion of the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on Total Sales Price plus Applicable Charges earned through the date of Cancellation, Seller shall refund the Recipient’s termination amount of employment (unless otherwise specifically provided such excess to Purchaser. POWER OF ATTORNEY: Following any default hereunder, and subject to the Cancellation provisions above, Purchaser hereby irrevocably appoints AMT as its true and lawful attorney-in-fact, only for the limited purposes related to this Agreement set forth in the Agreement and/or following sentence until all amounts payable hereunder are paid in full. AMT shall have full power under this power of attorney to (i) cancel the Plan). In particularContract, the Recipient understands and agrees that (ii) receive, demand, collect or sue for any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement amounts relating to the underlying Shares Contract, (iii) endorse or execute in Purchaser’s name all checks issued and all other documents or instruments relating to any amount the Contract, and (iv) take such other actions as are reasonably necessary to further the purposes of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsthis Agreement.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 PROMISE TO PAY: In consideration of the Agreement: In accepting the Award, the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy sale of the PlanContract to Purchaser, Purchaser promises to pay to AMT the Balance of Sales Price and all Applicable Charges shown under Payment Plan Terms, subject to the provisions of this Agreement. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and Purchaser shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and have any right to reduce any amount owed to AMT pursuant to this Agreement for any reason whatsoever. CANCELLATION: Purchaser has the Award right to cancel this Agreement at any time. Purchaser may cancel this agreement at any time by (i) electing not to make the next payment due pursuant to this Agreement or (ii) sending AMT a Termination Notice. In the event of an Event of Default occurs hereunder, AMT may cancel the Contract and this Agreement. After the effective date of Cancellation, Purchaser shall have no further obligation to make installments under this Agreement. IMPORTANT: Cancelling this Agreement does not immediately cancel your Contract; It only cancels your payment plan. Coverage under your Contract will eventually be null cancelled (in accordance with the terms of this Agreement and voidthe Contract) based on your nonpayment. FurtherHowever, you should contact AMT in order to immediately cancel your Contract. Purchaser hereby assigns to AMT all of Purchaser’s right, title and interest in and to the vesting Contract, including Purchaser’s rights to receive all unearned and return amounts and to assert any rights to reinstate the Contract and all proceeds thereof. In the event that Purchaser has made total payments to AMT in excess of the Award is expressly conditioned on portion of the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on Total Sales Price plus Applicable Charges earned through the date of Cancellation, Seller shall refund the Recipient’s termination amount of employment (unless otherwise specifically provided such excess to Purchaser. POWER OF ATTORNEY: Following any default hereunder, and subject to the Cancellation provisions above, Purchaser hereby irrevocably appoints AMT as its true and lawful attorney-in-fact, only for the limited purposes related to this Agreement set forth in the Agreement and/or following sentence until all amounts payable hereunder are paid in full. AMT shall have full power under this power of attorney to (i) cancel the Plan). In particularContract, the Recipient understands and agrees that (ii) receive, demand, collect or xxx for any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement amounts relating to the underlying Shares Contract, (iii) endorse or execute in Purchaser’s name all checks issued and all other documents or instruments relating to any amount the Contract, and (iv) take such other actions as are reasonably necessary to further the purposes of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsthis Agreement.

Terms and Conditions. Labor Law Acknowledgment Acknowledgement. The following provision supplements Section 12 XI of the Agreement: In By accepting the AwardUnits granted hereunder, the Recipient consents you consent to participate participation in the Plan and acknowledges acknowledge that he or she has you have received a copy of the Plan. The Recipient understands and agrees You understand that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the Award any Units under the Plan to individuals who may be employees members of the Board, Employees or Consultants of the Company and any or its Affiliates throughout the world. The decision is a limited decision that decision, which is entered into upon the express assumption and condition that any grant Units granted will not economically or otherwise bind the Company or any Affiliatesof its Affiliates on an ongoing basis, over and above other than as expressly set forth in the specific terms of the PlanAgreement, including this Appendix. Consequently, the Recipient understands you understand that the Award is Units granted hereunder are given on the assumption and condition that the Award and any Shares issued under the Plan are they shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of Units since the future value of the Units and the underlying Shares is unknown and unpredictable. In addition, the Recipient understands you understand that the Award any Units granted hereunder would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient acknowledges you understand, acknowledge and freely accepts that accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any Units or right to the Award Units shall be null and void. Further, the vesting of the Award Units is expressly conditioned on the Recipient’s your continued employmentand active rendering of service, such that upon termination of employmentif your employment terminates for any reason whatsoever, the Award Units may cease vesting immediately, in whole or in part, effective on the date of the Recipient’s your termination of employment (unless otherwise specifically provided in Section I of the Agreement and/or the PlanAgreement). In particularThis will be the case, for example, even if (1) you are considered to be unfairly dismissed without good cause; (2) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) you terminate service due to a change of work location, duties or any other employment or contractual condition; (4) you terminate service due to a unilateral breach of contract by the Recipient understands and agrees that Company or an Affiliate; or (5) your employment terminates for any unreleased Awards as other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to Units that were not vested on the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided of your termination of employment, as described in the Agreement and/or Plan and the Plan) will be forfeited without entitlement Agreement. You acknowledge that you have read and specifically accept the conditions referred to the underlying Shares or to any amount of indemnification in the event of termination Section I of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsAgreement.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 THE UNDERSIGNED HEREBY: (1) Understands that all merchandise shall remain the property of National Energy Equipment Inc until the Agreement: In accepting account has been paid in f ull (2) Accounts are due and payable 30 days from the Award, date of invoice unless otherwise specified on the Recipient consents invoice (3) A Return Goods Authorization (RGA) must be obtained within 15 days from the date of invoice; and the RGA # must be referenced (4) Goods returned will be sub ject to participate in the Plan inspection and acknowledges that he a 25% restocking charge (5) Notification of c hanges of address of company or she has received a principals must be given to National Energy Equipment Inc. within seven [7] days (6) A photocopy or facsimile or electronic copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant this application will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes valid document in case of disputes (including severance compensation7) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination a default in payment, the customer will pay attorney’s fees and court costs incident to any formal collection proceedings that may be required (8) Certifies the information contained in all parts of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged this document to be correct (9) Accepts as notice in writing of and consents to the obtaining of credit and/or any other information as may be required at any time in connect ion with causethe account hereby applied for and to the disclosure of any credit information concerning the Customer and/or principals with any credit reporting agency, disciplinary dismissal adjudged credit bureau or recognized any person or corporation with whom the Customer has or proposes to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of have financial relations (10) Understands that the terms of employment under Article 41 sale are as stated on all invoices (11) Agrees to a monthly finance charge of 2.4% (effective 32.92% per annum) calculated on any amount not paid by the due date (12) Agrees to pay a $25.00 service charge for any cheques returned unpaid by the bank for any reason (13) In consideration of National Energy Equipment Inc extending credit to a corporation or proprietorship, I hereby personally guar xxxxx the indebtedness of the Workers’ Statutecorporation or proprietorship to National Energy Equipment Inc. (14) A ccount privileges may be suspended without notice, relocation under Article 40 should the account become overdue, in whole or in part. (15) All payments will be in the form of cheque, cash or wire transfer. The undersigned warrants that he/she has read and accepts the Workers’ Statuteterms and conditions noted above. CUSTOMER’S SIGNATURE PLEASE PRINT NAME TITLE DATE OFFICE USE ONLY: CUSTOMER CODE CREDIT LIMIT AUTHORISED SIGNATURE DATE APPROVED BRANCH SALES PERSON PRINT GUARANTEE NATIONAL ENERGY EQUIPMENT INC. 0000 Xxxxx Xxxx Xxxx, Article 50 Xxxxxxxxxxx, XX X0X 0X0 Ph: (000) 000-0000 Fax: (000) 000-0000 In consideration of NATIONAL ENERGY EQUIPMENT INC. agreeing at my request to supply products and components to (herein called the Workers’ Statute“Customer”) and to extent such credit to the Customer as NATIONAL ENERGY EQUIPMENT INC. may see fit. I, unilateral withdrawal the undersigned, hereby guarantee to NATIONAL ENERGY EQUIPMENT INC. the due and timely payment of all monies which are now or which may at any time hereafter be due and payable by the Employer Customer to NATIONAL ENERGY QUIPMENT INC. for goods, wares and under Article 10.3 of the Royal Decree 1382/1985merchandise, or for services rendered, or otherwise. NotificationsAnd I hereby covenant and agree with NATIONAL ENERGY EQUIPMENT INC. that:

Terms and Conditions. Labor Law Acknowledgment Acknowledgement. The following provision supplements Section 12 IX of the Agreement: In By accepting the AwardAward granted hereunder, the Recipient consents you consent to participate participation in the Plan and acknowledges the Program and acknowledge that he or she has you have received a copy of the PlanPlan and the Program. The Recipient understands and agrees You understand that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the Award under the Plan and the Program to individuals who may be employees members of the Board, Employees, or Consultants of the Company and any or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant the Awards granted will not economically or otherwise bind the Company or any Affiliatesof its Affiliates on an ongoing basis, over and above other than as expressly set forth in the specific terms of the Planapplicable Agreement, including this Appendix. Consequently, the Recipient understands you understand that the Award granted hereunder is granted given on the assumption and condition that the Award and any Shares issued under the Plan are it shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of the Award since the future value of the Award and any Shares that may be issued in respect of such Award is unknown and unpredictable. In addition, the Recipient understands you understand that the Award granted hereunder would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient acknowledges you understand, acknowledge and freely accepts that accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any or right to the Award shall be null and void. Further, the vesting of the Award Performance Units is expressly conditioned on the Recipient’s your continued employmentand active rendering of service, such that upon termination of employmentif your employment terminates for any reason whatsoever, the Award Performance Units may cease vesting immediately, in whole or in part, effective on the date of the Recipient’s your termination of employment (unless otherwise specifically provided in Section I of the Agreement and/or the PlanAgreement). In particularThis will be the case, for example, even if (1) you are considered to be unfairly dismissed without good cause; (2) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) you terminate service due to a change of work location, duties or any other employment or contractual condition; (4) you terminate service due to a unilateral breach of contract by the Recipient understands and agrees that Company or an Affiliate; or (5) your employment terminates for any unreleased Awards as other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to Performance Units that were not vested on the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided of your termination of employment, as described in the Agreement and/or Plan and the Plan) will be forfeited without entitlement Agreement. You acknowledge that you have read and specifically accept the conditions referred to the underlying Shares or to any amount of indemnification in the event of termination Section I of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985Agreement. NotificationsNOTIFICATIONS

Terms and Conditions. Labor Law Acknowledgment Acknowledgment. The following provision supplements Section 12 Paragraph 10 of the RSU Agreement: In By accepting the AwardRestricted Share Units, the Recipient Grantee acknowledges that the Grantee consents to participate participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient A termination of service for any reason (including for the reasons listed below) will automatically result in the forfeiture of any unvested Restricted Share Units; in particular, the Grantee understands and agrees that the Restricted Share Units will be forfeited without entitlement to the underlying Ordinary Shares or to any amount as indemnification in the event of a termination of service prior to vesting by reason of, including, but not limited to, resignation, disciplinary dismissal with or without cause, or individual or collective layoff with or without cause. Furthermore, the Grantee understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the Award Restricted Share Units under the Plan to individuals who may be employees of Consultants to the Company and or any Affiliates of its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any AffiliatesSubsidiary, over and above other than to the specific terms of extent set forth in the PlanAgreement. Consequently, the Recipient Grantee understands that the Award Restricted Share Units is granted offered on the assumption and condition that the Award Restricted Share Units and any Ordinary Shares issued acquired under the Plan are not part of any employment service contract (either with the Company or any Affiliates) Subsidiary), and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) ), or any other right whatsoever. In addition, the Recipient Grantee understands that the Award this offer would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient Grantee acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any or right to the Award Restricted Share Units shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 terms and conditions shall apply to any Facility Increase (i) no Default or Event of Default shall exist immediately prior to or after giving effect to such Facility Increase, and, after giving effect to such Facility Increase on a pro forma basis, the Borrower shall be in compliance with the financial covenants set forth herein based on the financial information most recently delivered to the Administrative Agent, (ii) the terms and documentation in respect of any Facility Increase shall be consistent with the Revolving Loans and the Term Loan, as applicable, (iii) any loans made pursuant to the Facility Increase shall be incurred by the Borrower and will be secured and guaranteed on a pari passu basis with the other obligations of the Agreement: In accepting Borrower, (iv) any such Facility Increase shall have a maturity date on the AwardTermination Date, (v) any Lenders providing such Facility Increase shall be entitled to the same voting rights as the existing Lenders, (vi) any such Facility Increase shall be in a minimum principal amount of (A) $5,000,000 and integral multiples of $5,000,000 in excess thereof, (vii) the proceeds of any such Facility Increase will be used for the purposes set forth herein, (viii) the Borrower shall execute a promissory note in favor of any new Lender or any existing Lender requesting a promissory note, as applicable, who provides a Facility Increase or whose Commitment is increased, as applicable, pursuant to this Section, (ix) the conditions to Extensions of Credit herein shall have been satisfied, (x) the Administrative Agent shall have received (A) an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Borrower, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (B) any authorizing corporate documents as the Administrative Agent may reasonably request and (C) if applicable, a duly executed Notice of Borrowing, and (xi) the Administrative Agent shall have received from a Responsible Officer of the Borrower updated financial projections and an officer’s certificate, in each case, in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, (A) no Default or Event of Default shall exist immediately prior to or after giving effect to such Facility Increase, and (B) after giving effect to any such Facility Increase on a pro forma basis, the Recipient consents to participate Borrower will be in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either compliance with the Company or any Affiliates) and financial covenants set forth herein. Facility Increases shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted available to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should Borrower notwithstanding any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal previous election by the Employer and under Article 10.3 of Borrower to reduce the Royal Decree 1382/1985. NotificationsRevolving Committed Amount.

Terms and Conditions. Labor Law Acknowledgment Nature of RSUs The following provision supplements Section 12 17 of the Agreement: In accepting the Awardgrant of the RSUs, the Recipient Participant acknowledges that the Participant consents to participate participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient Participant understands and agrees that the Company Company, in its sole discretion, has unilaterally, unilaterally and gratuitously and discretionally decided to grant the Award RSUs under the Plan to individuals who may be employees of the Company and any Affiliates or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant RSUs will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Planits Subsidiaries on an ongoing basis. Consequently, the Recipient Participant understands that the Award is RSUs are granted on the assumption and condition that the Award such RSUs and any Shares issued under acquired upon vesting of the Plan are RSUs shall not become a part of any employment contract (either with the Company or any Affiliatesof its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In additionFurther, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all as a condition of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to RSUs, unless otherwise expressly provided for by the Award shall be null and void. FurtherCompany or set forth in the Agreement, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) RSUs will be forfeited cancelled without entitlement to any Shares if the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s Participant terminates employment by reason of, including, but not limited to, : resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causecause (i.e., individual or collective dismissal adjudged or recognized subject to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without causea “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and or under Article 10.3 of the Royal Decree 1382/1985. NotificationsThe Committee, in its sole discretion, shall determine the date when the Participant’s employment has terminated for purposes of the RSUs. The Participant understands that the grant of the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the RSUs shall be null and void. NOTIFICATIONS

Terms and Conditions. Labor Law Acknowledgment Nature of Grant The following provision supplements Section 12 6 of the Subscription Agreement: In accepting the Award, the Recipient consents to participate By enrolling in the Stock Purchase Plan, I consent to participation in the Stock Purchase Plan and acknowledges acknowledge that he or she has I have received a copy of the Stock Purchase Plan. The Recipient understands and agrees I understand that the Company has unilaterally, gratuitously gratuitously, and discretionally decided to grant offer participation in the Award under the Stock Purchase Plan to individuals who may be employees of the Company and any Affiliates Company, a Parent or a Subsidiary throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the PlanParent or Subsidiary on an ongoing basis. Consequently, the Recipient understands I understand that the Award offer of participation in the Stock Purchase Plan is granted grant on the assumption and condition that the Award and any Shares issued under Purchase Rights or the Plan are shares of Common Stock I purchase shall not become a part of any employment or service contract (either with the Company or with any AffiliatesParent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) ), or any other right whatsoever. In addition, the Recipient understands I understand that the Award offer of participation in the Stock Purchase Plan would not be granted made to the Recipient me but for the assumptions and conditions referred to hereinabove; thus, the Recipient acknowledges I acknowledge and freely accepts accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any offer of participation in the grant of the Award and any right to the Award Stock Purchase Plan shall be null and void. Further, my participation in the vesting of the Award Stock Purchase Plan is expressly conditioned on the Recipient’s my continued employmentand active rendering of service, such that upon termination of employmentif my Continuous Employment terminates for any reason whatsoever, my participation in the Award may Stock Purchase Plan shall cease vesting immediately, immediately effective on the date of the Recipient’s my termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan)Continuous Employment. In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) This will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason ofcase, but not limited tofor example, resignation, retirement, disciplinary dismissal adjudged even if (1) I am considered to be with causeunfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (2) I am dismissed for disciplinary dismissal adjudged or recognized objective reasons or due to be without causea collective dismissal; (3) I terminate Continuous Employment due to a change of work location, individual duties or collective dismissal adjudged any other employment or recognized contractual condition; (4) I terminate Continuous Employment due to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification a unilateral breach of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal contract by the Employer and under Article 10.3 of the Royal Decree 1382/1985Company or any Parent or Subsidiary; or (5) my Continuous Employment terminates for any other reason whatsoever. Notifications

Terms and Conditions. Labor Law Acknowledgment Acknowledgment. The following provision supplements Section 12 Paragraph 9 of the Agreement: In By accepting the AwardShare Option, the Recipient Optionee acknowledges that the Optionee consents to participate participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient A termination of service for any reason (including for the reasons listed below) will automatically result in the forfeiture of any unvested Share Option; in particular, the Optionee understands and agrees that the Option will be forfeited without entitlement to the underlying Ordinary Shares or to any amount as indemnification in the event of a termination of service prior to vesting by reason of, including, but not limited to, resignation, disciplinary dismissal with or without cause, or individual or collective layoff with or without cause. Furthermore, the Optionee understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the Award Share Options under the Plan to individuals who may be employees of Consultants to the Company and or any Affiliates of its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any AffiliatesSubsidiary, over and above other than to the specific terms of extent set forth in the PlanAgreement. Consequently, the Recipient Optionee understands that the Award Share Option is granted offered on the assumption and condition that the Award Share Option and any Ordinary Shares issued acquired under the Plan are not part of any employment service contract (either with the Company or any Affiliates) Subsidiary), and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) ), or any other right whatsoever. In addition, the Recipient Optionee understands that the Award this offer would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient Optionee acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any or right to the Award Share Option shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications.

Terms and Conditions. Labor Law Acknowledgment The following Tax Withholding. This provision supplements Section 12 V of the Agreement: In accepting You agree that if you do not pay or your Employer, or the AwardCompany does not withhold from you, the Recipient consents to participate in the Plan and acknowledges full amount of Tax Obligations that he or she has received a copy you owe upon exercise of the PlanOption, or the release or assignment of the Option for consideration, or the receipt of any other benefit in connection with the Option (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld and/or paid shall constitute a loan owed by you to your Employer, effective 90 days after the Taxable Event. The Recipient understands and agrees You agree that the loan will bear interest at the official rate of HM Revenue and Customs (“HMRC”) and will be immediately due and repayable by you, and the Company has unilaterally, gratuitously and discretionally decided and/or your Employer may recover it at any time thereafter (subject to grant the Award under the Plan to individuals who may be employees Section V of the Company and Agreement) by withholding the funds from salary, bonus or any Affiliates throughout other funds due to you by your Employer, by withholding in Shares issued upon exercise of the worldOption or from the cash proceeds from the sale of Shares or by demanding cash or a check from you. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind You also authorize the Company to delay the issuance of any Shares to you unless and until the loan is repaid in full. Notwithstanding the foregoing, if you are an officer or any Affiliatesexecutive director within the meaning of Section 13(k) of the Exchange Act, over and above as amended from time to time, the specific terms of the Planimmediately foregoing provision will not apply. ConsequentlyIn the event that you are an officer or executive director and Tax Obligations are not collected from you within 90 days of the Taxable Event, the Recipient understands amount of any uncollected Tax Obligations may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You acknowledge that the Award is granted on the assumption you are responsible for reporting and condition that the Award and any Shares issued paying these potential additional taxes under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsself-assessment regime.

Terms and Conditions. Labor Law Acknowledgment Acknowledgement. The following provision supplements Section 12 IX of the Agreement: In By accepting the AwardAward granted hereunder, the Recipient consents you consent to participate participation in the Plan and acknowledges the Program and acknowledge that he or she has you have received a copy of the PlanPlan and the Program. The Recipient understands and agrees You understand that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the Award under the Plan and the Program to individuals who may be employees members of the Board or Employees of the Company and any or its Affiliates throughout the world. The decision is a limited Appendix A-21 decision that is entered into upon the express assumption and condition that any grant the Awards granted will not economically or otherwise bind the Company or any Affiliatesof its Affiliates on an ongoing basis, over and above other than as expressly set forth in the specific terms of the Planapplicable Agreement, including this Appendix. Consequently, the Recipient understands you understand that the Award granted hereunder is granted given on the assumption and condition that the Award and any Shares issued under the Plan are it shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of the Award since the future value of the Award and any Shares that may be issued in respect of such Award is unknown and unpredictable. In addition, the Recipient understands you understand that the Award granted hereunder would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient acknowledges you understand, acknowledge and freely accepts that accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any or right to the Award shall be null and void. Further, the vesting of the Award Performance Units is expressly conditioned on the Recipient’s your continued employmentand active rendering of service, such that upon termination of employmentif your employment terminates for any reason whatsoever, the Award Performance Units may cease vesting immediately, in whole or in part, effective on the date of the Recipient’s your termination of employment (unless otherwise specifically provided in Section I of the Agreement and/or the PlanAgreement). In particularThis will be the case, for example, even if (1) you are considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (2) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) you terminate service due to a change of work location, duties or any other employment or contractual condition; (4) you terminate service due to a unilateral breach of contract by the Recipient understands and agrees that Company or an Affiliate; or (5) your employment terminates for any unreleased Awards as other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to Performance Units that were not vested on the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided of your termination of employment, as described in the Agreement and/or Plan and the Plan) will be forfeited without entitlement Agreement. You acknowledge that you have read and specifically accept the conditions referred to the underlying Shares or to any amount of indemnification in the event of termination Section I of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985Agreement. NotificationsNOTIFICATIONS

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 ESR shall at all times remain subject to the terms and conditions under his/her contract with the Seconding Entity The ESR will be maintained on the payroll of the Seconding Entity and the Seconding Entity shall retain all rights and responsibilities in relation to its appointment of the ESR. Any current pension arrangements of the ESR will remain unchanged. This Agreement shall be governed by Host Entity country’s law and the ESR’s and Host Entity consent to the exclusive jurisdiction of the Courts of the Host Entity country in respect of this Agreement: In accepting . The Seconding Entity and the AwardHost Entity will endeavour to amicably settle disputes arising out of or in connection with this Agreement. Any disputes that cannot be amicably resolved shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The secondment is subject to the ESR being and remaining eligible to be appointed in the seconding country and is subject to the ESR obtaining a valid visa entitling them to work in the Host Entity country and compliance with the Host Entity country’s immigration rules. While the Host Entity is supporting this placement, the Recipient consents ESR shall be under the day-to-day control of the Host Entity and shall undertake to participate comply with the working practices of, and take instructions from the Host Entity. The ESR must devote him/herself to the tasks as outlined in the Plan and acknowledges that he attached Secondment Plan, unless there are duly justified reasons connected to personal or she has received a copy of the Planfamily circumstances. The Recipient understands and Host Entity agrees to provide the ESR with xxx days leave per annum, pro rata to the full time entitlement of INSERT NUMBER days annual leave per annum as per the beneficiary’s terms of conditions of employment. In addition the ESR will also receive a pro rata entitlement to Seconding Entity country’s Public holidays during the placement period. The Host Entity will ensure that the Company has unilaterallyESR enjoys the same standards of safety and occupational health as those of its employees holding a similar position, gratuitously and discretionally decided to grant will provide health, safety and accident insurance coverage or equivalent for the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the worldESR as required by law. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and beneficiary shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted liable to the Recipient but for Host Entity in respect of any loss or damage suffered by the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any Partner organisation arising out of or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right relating to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically Services provided in the under this Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in respect of any failure to provide the Agreement and/or the Plan) will be forfeited without entitlement Services or arising out of or relating to the underlying Shares or to any amount of indemnification in the event of termination of the RecipientESR’s employment appointment at the Host Entity prior to the expiry date. The Host Entity shall indemnify the beneficiary against all costs, claims, liabilities and expenses of any nature (including, without limitation, all compensation for dismissal under statute or common law and all costs and expenses incurred by reason ofthe beneficiary in settling, but contesting or dealing for the same) resulting from any breach by the Host Entity of its obligations under this Agreement. The beneficiary shall not limited tobe liable in respect of any loss or damage suffered by any party arising out of or relating to Host Entity’s failure to fully meet its responsibilities under the relevant national health and safety laws, resignationregulations or practice. So far as is reasonably practicable, retirementthe Host Entity will ensure that premises, disciplinary dismissal adjudged plant, equipment and working environments are safe and without risk to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification the health and safety of the terms ESR and other persons who may also be affected. The beneficiary shall furthermore not be liable for any loss or damage suffered by any party arising out of employment or relating to the ESR’s failure to fully meet his/her responsibilities under Article 41 of the Workers’ Statute, relocation under Article 40 of relevant national laws and/or regulations applying to the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsbeneficiary.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 parties agree that these terms and conditions prevail over the terms of any other document relating to and a part of this agreement. PAYMENT AND COMPENSATION: KSU will pay Lecturer’s fee by check as indicated in the Fees and Payment Schedule of this agreement. Payment of the Agreementfee cannot be made until Lecturer completes the Supplier Authorization/Registration Form or Form W-8BEN. CANCELLATION: KSU reserves the right to cancel this Agreement without obligation upon notice to Lecturer thirty (30) days in advance of the lecture date. In accepting the Awardevent of KSU’s cancellation, the Recipient consents deposit payment (if any) shall be returned promptly. FORCE MAJEURE: Neither Lecturer nor KSU shall be liable for failure to participate appear or perform its obligations under this agreement in the Plan event that such failure is caused by or due to the acts or regulations of public authorities, labor difficulties, civil tumult, inclement weather, strike, epidemic, interruption or delay of transportation service, or any other legitimate cause beyond the control of Lecturer and acknowledges KSU. SICKNESS AND ACCIDENTS: Lecturer’s agreement to perform its obligations is subject to proven detention by sickness or accident. In the event of such non-lecture, the deposit payment (if any) advanced to the Lecturer shall be returned promptly. PROMOTION AND PRODUCTION: KSU shall be responsible for all matters pertaining to the promotion and production of the scheduled engagement, including but not limited to venue rentals, security, and advertising. Lecturer agrees that he KSU may use Lecturer’s name, pictures, photographs, recordings, and other likenesses in connection with advertising and publicizing the engagement(s) hereunder. VIDEO AND AUDIO TAPING: KSU shall have the right to record, broadcast or she has received digitally stream in any manner whatsoever, any part of Lecturer’s lecture as well as to use and maintain a copy of the Planlecture for internal, archival, or for any other educational purpose. Lecturer and/or his designees shall have the right to record the lecture and to use the recordings as Lecturer sees fit. INDEPENDENT CONTRACTORS: Lecturer acknowledges that it is an independent contractor and not an employee of KSU and shall be responsible for all taxes. KSU shall control the times and division of the Lecturer’s lecture and Lecturer shall control the manner, means, and details of such lecture. ASSIGNMENT, ENTIRETY OF AGREEMENT, GOVERNING LAW, JURISDICTION, AND MEDIATION: This agreement cannot be assigned or transferred without the written consent of KSU. This agreement constitutes the entire agreement between the parties. No modification shall be enforceable except in writing and signed by the parties hereto. This agreement shall be governed by the laws of the state of Georgia. In the event any dispute arising under this agreement results in litigation, such action or proceeding shall be brought within the state or federal courts of Georgia. MEDIATION: Prior to the commencement of civil action by either party with respect to any disputes arising out of this Agreement, such party must submit the matter for mediation by providing the other party with a written demand for mediation setting forth the subject of the dispute. The Recipient understands parties will cooperate with each other in selecting a mediator and agrees that in scheduling the Company has unilaterallymediation proceedings. Venue for mediation shall be Cobb County, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the worldGeorgia. The decision is a limited decision parties covenant that is entered into upon the express assumption and condition that any grant they will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided participate in the Agreement and/or the Plan). In particularmediation in good faith, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or they will share equally in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsits cost.

Terms and Conditions. Labor Law Acknowledgment Acknowledgment. The following provision supplements Section 12 Paragraph 9 of the Agreement: In Version: May 2023 By accepting the AwardShare Option, the Recipient Optionee acknowledges that the Optionee consents to participate participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient A termination of service for any reason (including for the reasons listed below) will automatically result in the forfeiture of any unvested Share Option; in particular, the Optionee understands and agrees that the Option will be forfeited without entitlement to the underlying Ordinary Shares or to any amount as indemnification in the event of a termination of service prior to vesting by reason of, including, but not limited to, resignation, disciplinary dismissal with or without cause, or individual or collective layoff with or without cause. Furthermore, the Optionee understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the Award Share Options under the Plan to individuals who may be employees of Consultants to the Company and or any Affiliates of its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any AffiliatesSubsidiary, over and above other than to the specific terms of extent set forth in the PlanAgreement. Consequently, the Recipient Optionee understands that the Award Share Option is granted offered on the assumption and condition that the Award Share Option and any Ordinary Shares issued acquired under the Plan are not part of any employment service contract (either with the Company or any Affiliates) Subsidiary), and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) ), or any other right whatsoever. In addition, the Recipient Optionee understands that the Award this offer would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient Optionee acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any or right to the Award Share Option shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 of the Agreement: In accepting the Award, the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates Related Companies throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the PlanRelated Companies. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any AffiliatesRelated Companies) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 11 of the Agreement: In accepting the AwardOption, the Recipient optionee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient optionee understands and agrees that the Company KO has unilaterally, gratuitously and discretionally decided to grant the Award Option under the Plan to individuals who may be employees of the Company KO and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company KO or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient optionee understands that the Award Option is granted on the assumption and condition that the Award Option and any Shares shares of KO Stock issued under upon exercise of the Plan Option are not part of any employment contract (either with the Company KO or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient optionee understands that the Award Option would not be granted to the Recipient optionee but for the assumptions and conditions referred to herein; thus, the Recipient optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award Option and any right to the Award Option shall be null and void. Further, the vesting of the Award Option is expressly conditioned on the Recipientoptionee’s continued employment, such that upon termination of employment, the Award Option may cease vesting immediately, effective on the date of the Recipientoptionee’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient optionee understands and agrees that any unreleased Awards non-vested Options as of the date the Recipient optionee is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares shares of KO Stock or to any amount of indemnification in the event of termination of the Recipientoptionee’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications.

Terms and Conditions. Labor Law Acknowledgment Acknowledgment. The following provision supplements Section 12 3.1 of the Award Agreement: In accepting the AwardOption, the Recipient Participant acknowledges that Participant consents to participate participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient Except as provided in the Agreement or in the Plan, a Termination of Service for any reason (including for the reasons listed below) will automatically result in the forfeiture of any unvested Option; in particular, Participant understands and agrees that, except as provided in the Agreement and the Plan, the Option will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a Termination of Service prior to vesting by reason of, including, but not limited to, resignation, disciplinary dismissal with or without cause, individual or collective layoff with or without cause, material modification of employment under Article 41 of the Worker’s Statute, relocation under Article 40 of the Worker’s Statute, Article 50 of the Worker’s Statute, Article 10.3 of Royal Decree 1382/1985 and unilateral withdrawal by the Employer. Furthermore, Participant understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the Award options under the Plan to individuals who may be employees of the Company and any Affiliates Employees throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any AffiliatesSubsidiary, over and above other than to the specific terms of extent set forth in the PlanAgreement. Consequently, the Recipient Participant understands that the Award Option is granted offered on the assumption and condition that the Award Option and any Shares issued acquired under the Plan are not part of any employment contract (either with the Company or any Affiliates) Subsidiary), and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) ), or any other right whatsoever. In addition, the Recipient Participant understands that the Award this offer would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any or right to the Award Option shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 terms and conditions of this Agreement will apply to all employees who are subject to the provisions thereof, and all such employees are bound by its provisions. The Company and Union agree that there will be no interference, restraint or coercion exercised or practiced upon employees of the Company, by respective representatives to this Agreement: In accepting the Award, the Recipient consents to participate because of membership or non-membership in the Plan and acknowledges that he Union. There shall be no Union activity or she meetings on Company time or Company premises unless prior approval has received a copy of been obtained from the PlanCompany or as hereinafter provided for. The Recipient understands and Company agrees that the Company has unilaterallywill show the amount of union dues deducted on the employee's slips. Union The Company will provide the Union with an office, gratuitously which is to be used by the Union Unit President and discretionally decided Unit Secretary for the purpose of maintaining files and records of the Unit. The Union shall not use this office for a meeting during working hours without the express permission of the Director, Human Resources or alternate. The Union undertakes and agrees that while this Agreement is in effect neither the Union nor any employee shall take part in any strike, picketing, slowdown, or other actions which interfere with work or operations. If any such action takes place, the Union agrees to grant instruct the Award under employees to carry out the Plan provisions of this Agreement, and to individuals who may be employees return to work and perform their duties. The Company agrees that it will not cause, or direct any lockout of its employees. The Union acknowledges that it is the exclusive function of the Company to: maintain order, discipline and any Affiliates throughout efficiency, and that the worldCompany has the right to issue Shop Rules and Regulations, provided that right is exercised in a just and reasonable manner. hire, discharge, transfer, promote, demote or discipline employees, provided that a claim of discriminatory promotion, demotion or transfer, or a claim that an employee has been discharged or disciplined without reasonable cause, may be the of a grievance and dealt with as provided. generally manage the industrial enterprise in which the Company is engaged, and without restricting the of the foregoing, to determine the number and location of plants, the products to be manufactured, methods of manufacturing, schedules of production, kinds and locations of machines and tools to be used, processes of manufacturing and assembling, the engineering and designing of its products, and the control of materials and parts to be incorporated in the products produced. The decision is a limited decision Company agrees that is entered into upon the express assumption and condition that any grant it will not economically exercise these functions so as to violate or otherwise bind nullify the Company or any Affiliates, over and above provisions of other clauses of this Agreement. The parties recognize that under the specific terms of the Pension Plan. Consequently, January and as amended, which provides for Company and Employee contributions of respectively, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part normal retirement age of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsemployees IS years.

Terms and Conditions. Labor Law Acknowledgment Tax Withholding Obligations The following provision provisions supplements Section 12 4.3(d) of the Agreement: In accepting the Award, the Recipient consents to participate in the Plan and acknowledges The Optionee agrees that if he or she has received a copy does not pay or the Employer or the Company does not withhold from the Optionee the full amount of Tax-Related Items that the Optionee owes at exercise of the PlanOption, or the release or assignment of the Option for consideration, or the receipt of any other benefit in connection with the Option (the “Taxable Event”), within 90 days after the Taxable Event or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Xxx 0000, then the amount that should have been withheld shall constitute a loan owed by the Optionee to the Employer, effective 90 days after the Taxable Event. The Recipient understands and Optionee agrees that the loan will bear interest at the official rate of HM Revenue & Customs (“HMRC”) and will be immediately due and repayable by the Optionee, and the Company has unilaterallyand/or the Employer may recover it at any time thereafter by withholding the funds from salary, gratuitously bonus or any other funds due to the Optionee by the Employer, from the cash proceeds from the sale of Shares or by demanding cash or a cheque from the Optionee. The Optionee also authorizes the Company to delay the issuance of any Shares unless and discretionally decided until the loan is repaid in full. The Optionee acknowledges that the Company or the Employer may recover any such additional income tax and National Insurance Contributions (“NICs”) at any time thereafter by any of the means referred to grant in the Award Section 4.3(d) of the Agreement, although the Optionee acknowledges that the Optionee ultimately will be responsible for reporting any income tax or NICs due on this additional benefit directly to HMRC under the Plan to individuals who may be employees self-assessment regime. Notwithstanding the foregoing, if Optionee is a Director or executive officer of the Company and any Affiliates throughout (within the world. The decision is a limited decision that is entered into upon meaning of Paragraph 13(k) of the express assumption and condition that any grant Exchange Act), the Optionee will not economically be eligible for such a loan to cover the unpaid income taxes. In the event that the Optionee is such a Director or otherwise bind executive officer and the Company income taxes are not collected from or any Affiliates, over and above paid by the specific terms of Optionee by the Plan. ConsequentlyDue Date, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part amount of any employment contract (either with uncollected income taxes will constitute a benefit to the Company or any Affiliates) Optionee on which additional income tax and shall not be considered a mandatory benefit, salary for any purposes NICs (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the PlanEmployer NICs) will be forfeited without entitlement payable. The Optionee will be responsible for reporting and paying any income tax and NICs due on this additional benefit directly to HMRC under the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsself-assessment regime.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 Discretionary Nature of the Agreement: In Plan By accepting the Awardgrant of RSUs, the Recipient Grantee consents to participate participation in the Plan and acknowledges that he or she has received receipt of a copy of the Plan. The Recipient Grantee understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award in its sole discretion granted RSUs under the Plan to individuals who may be employees of the Company and any Affiliates or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Planits Subsidiaries on an ongoing basis. Consequently, the Recipient Grantee understands that the Award is RSUs are granted on the assumption and condition that the Award RSUs and any Shares issued under the Plan are shares of Stock acquired upon settlement of the RSUs shall not become a part of any employment contract (either with the Company or any Affiliatesof its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient Grantee understands that the Award this grant would not be granted made to the Recipient Grantee but for the assumptions and conditions referred to hereinreferenced above; thus, the Recipient Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award RSUs shall be null and void. FurtherThe Grantee understands and agrees that, the vesting as a condition of the Award is expressly conditioned on the Recipient’s continued employmentgrant of RSUs, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particularAgreement, the Recipient understands and agrees that any unreleased Awards unvested RSUs as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) Grantee ceases active employment, will be forfeited without entitlement to the underlying Shares shares of Stock or to any amount of indemnification in the event of termination of the RecipientGrantee’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged with the Company or any of its Subsidiaries. The Grantee acknowledges that the Grantee has read and specifically accepts the conditions referred to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification in the Agreement regarding the impact of the terms a termination of employment under Article 41 of on the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsRSUs.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 terms, conditions, and restrictions of the Agreement: In Option are set forth below. Certain of these provisions, along with other important information, are summarized in the Executive Option Grant prospectus dated May 17, 2011 and any applicable prospectus supplement (together, the "Prospectus"). The terms, conditions, and restrictions of the Option include, but are not limited to, provisions relating to amendment, vesting, and cancellation of the Option, restrictions on the transfer of the Option, and additional restrictions as further described below. By accepting the AwardOption, the Recipient consents to participate in the Plan and Participant acknowledges that he or she has received a copy of read and understands the PlanProspectus and the terms and conditions set forth in this Appendix. The Recipient Participant understands that this Option and agrees that all other incentive awards granted by the Company has unilaterallyare entirely discretionary and that no right to receive the Option, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliatesincentive award, over and above exists absent a prior written agreement to the specific terms of the Plancontrary. Consequently, the Recipient Participant understands that the Award value that may be realized from the Option, if any, is granted contingent and depends on the assumption future market price of Citigroup stock, among other factors, and condition that the Award because equity awards are discretionary, and any Shares issued under the Plan intended to promote employee retention and stock ownership and to align employees' interests with those of stockholders, equity awards are subject to vesting conditions and will be canceled if such conditions are not part satisfied. Any monetary value assigned to the Option in any communication regarding the Option is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to Participant. Receipt of an Option covered by this Agreement, or any other incentive award, is neither an indication nor a guarantee that an incentive award of any employment contract (either with type or amount will be made in the future, and absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion. Any actual, anticipated, or any Affiliates) estimated financial benefit to Participant from the Option is not and shall not be considered deemed to be a mandatory benefit, normal or an integral part of Participant's regular or expected salary or compensation from employment for any purposes (including severance compensation) or any other right whatsoever. In additionpurposes, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason ofincluding, but not limited to, calculating any statutory, common law or other employment-related payment to Participant, including any severance, resignation, retirementtermination, disciplinary dismissal adjudged to redundancy, end-of-service, bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements, and in no event should be with causeconsidered as compensation for, disciplinary dismissal adjudged or recognized to be without causerelating in any way to, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of past services for the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsCompany.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 advertiser may determine the number of jobs they wish to post on CTgoodjobs within the Agreement: In accepting agreement period. Each job posting will remain on the Award, the Recipient consents site for 30 days. - The advertiser undertakes to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition ensure that any grant of its job postings will not economically appear on CTgoodjobs at a date and time specified by the advertiser. Career Xxxxx Xxxxxx Limited (hereinafter Career Times) shall have no obligations to provide proof of existence of jobs posted by the advertiser. - Deactivated, deleted or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan unused quotas for job postings are not part of any employment contract (either with the Company or any Affiliates) non-refundable and shall not be considered carried forward into a mandatory benefitsubsequent agreement period. - The number of CV Requests represents the number of resumes that may be retrieved through the CV Search service. A resume is deemed retrieved when a request has been made and approved by the candidate in question. - All invoices are payable within 15 days of issue. - The above package and any items therein are non-transferable, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would non-refundable and may not be granted to the Recipient but exchanged for the assumptions other services. - All jobs posted on CTgoodjobs shall be categorised as "Direct Employers", "Recruitment Agencies", or "Insurance Agencies and conditions referred to herein; thus, the Recipient acknowledges Others" and freely accepts that should any or all organised in one of the assumptions be mistaken aforementioned categories at the sole discretion of Career Times. - Career Times reserves the rights to edit and modify all or should any of the conditions contents and layout design that constitute parts or the entirety of its website without prior notice to the advertiser. The Advertiser shall not be met for amend any reason, then the grant of the Award terms and conditions contained in this contract and shall not terminate this contract in any such circumstances. - Career Times may immediately terminate the agreement and any right to the Award shall be null and void. Furtherservice, the vesting of the Award is expressly conditioned remove, modify or suspend any advertisements posted on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed CTgoodjobs without prior notice or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification compensation in the event of termination of any breach by the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification advertiser of the terms of employment under Article 41 and conditions stipulated in this agreement. - The advertiser cannot post any blind ad on CTgoodjobs. The advertiser agrees to display the true and genuine company name in all job postings on CTgoodjobs. Each job posting must carry the true and genuine company name, otherwise it cannot be posted on CTgoodjobs - The advertiser agrees that all information collected from job applicants will be used for recruitment purposes only. The advertiser shall not disclose any such information to any other parties without the prior consent of the Workers’ Statutejob applicant(s) concerned. - The advertiser shall be solely responsible for the content of its advertisement, relocation under Article 40 and for any materials contained therein. The advertiser guarantees that the content of its advertisement constitutes a genuine job vacancy (or vacancies), and complies with all relevant laws, rules and regulations. - If any complaints are made, based on sound evidence, concerning the credibility of the Workers’ Statuteadvertiser, Article 50 or that of the Workers’ Statute, unilateral withdrawal recruitment advertisement placed by the Employer advertiser, Career Times reserves the right to terminate the agreement immediately, and under Article 10.3 to report any such cases to the relevant statutory and regulatory bodies. Talent Match Terms and Conditions - Please refer to xxxxx://xxx.xxxxxxxxxx.xx/english/terms/talent-match-terms.asp “Career Times” Payment Form Company Name Contact Person Order No Payment Methods By cheque / bank draft payable to “Career Xxxxx Xxxxxx Limited” and send to : Finance Department Unit 1110, Kodak House II, 000 Xxxx Xxxx, Xxxxx Xxxxx, Xxxx Xxxx. By bank remittance to : Bank of the Royal Decree 1382/1985. NotificationsChina (Hong Kong) Limited Account No.: 012-787-1-0136259 By Credit Card Visa Card Master Card Card Holder’s Name (In block letters) Issuing Bank Card Number Expiry Date Amount Card Holder’s Signature For Internal Use Approval Code Amount Date Please fax this form to Career Xxxxx Xxxxxx Limited at (000) 0000 0000.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 If the Surety determines that the Contract price is reasonable and the Contract amount does not exceed that statutory ceiling specified in 13 CFR Part 115, Surety shall, conditional on the execution of this guarantee by SBA, become Surety on bid, performance and payment bond(s) required for the award of the Agreement: In accepting Contract. Surety may withdraw its decision to issue such bond(s) if prescribed underwriting conditions are not met or if additional information comes to the Awardattention of Surety that changes its underwriting determination and notice is given to SBA. The Surety represents that the terms and conditions of such bond(s) are, and will be, in accord with SBA regulations (13 CFR Part 115), SBA’s policies and procedures, and with those standards established and generally accepted by the Recipient consents surety industry for the type of contract for which such bond(s) are required to participate in the Plan be furnished by Principal, and acknowledges Surety represents that he such bonds would not be provided for Principal on this Contract without this SBA guarantee. If any suit or she has received a copy claim is filed against Xxxxxx upon said bond(s), Xxxxxx must inform SBA of the Plansame within 30 days of receipt of notice. The Recipient understands Unless SBA decides otherwise, and agrees that so notifies Surety, Xxxxxx shall take charge of all suits or claims arising under said bond(s) and compromise, settle or defend such suit or claim until so notified. Surety shall take all steps necessary to mitigate any loss resulting from Principal’s default. Surety shall not join SBA as a party in any lawsuit to which Xxxxxx is a party unless SBA has denied liability or has agreed to such joinder in writing. No employee of SBA has authority to waive, change or alter the Company has unilaterallyterms of this Quick Bond Guarantee Application and Agreement, gratuitously unless such alterations are separately attached and discretionally decided to grant both the Award SBA and Surety’s authorized representatives have signed and dated their assent. This Quick Bond Guarantee Application and Agreement is made exclusively for the benefit of SBA and the Surety, and does not confer any rights or benefits on any other party, such as any right of action against SBA by any person claiming under SBA-guaranteed bonds or otherwise. In the Plan to individuals who may be employees event of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any AffiliatesSurety’s insolvency, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and SBA shall not be considered a mandatory benefit, salary liable to the receiver or other representative of the surety except for any purposes loss incurred and monies actually paid by such representative under the bonds guaranteed by SBA. The Surety agrees to comply with all relevant SBA regulations and policies and procedures. If any provision of this Quick Bond Guarantee Application and Agreement is in conflict with any SBA regulation, such regulation shall prevail in construing or applying this Agreement. PART III (including severance compensationTo be completed by SBA.) Signature:___________________________________Title:____________________________Date: ___________ Typed Name: ______________________________________________ Disposition:  Approved  Declined  Returned  Withdrawn In reliance on the information and certifications contained in this application, SBA agrees to guarantee the bond described herein as of the time of issuance, subject to 15 U.S.C. § 694a and b, and SBA regulations in 13 CFR Part 115. SBA guarantees ___% of the loss in consideration of ___% of the surety's own premium base. This guaranty shall become effective upon the execution (as defined in such regulations) of the SBA-guaranteed bond by the Surety. SBG NUMBER: ________________________________________________ Part IV—INSTRUCTIONS: The purpose of this form is to collect information about the applicant that is used in evaluating the eligibility of the applicant for surety bond guarantee assistance. Without the information, SBA would be unable to make a decision on the application and the business would not get a bond. For first time applications for assistance under SBA’s Surety Bond Guarantee Program, the small business completes and signs Part I of this Quick Bond Guarantee Application and Agreement (Application), and the small business and the individuals identified in Part V complete and sign Part V. The small business then submits the Application to the surety agent of choice Upon completion of its underwriting, the surety company or any other right whatsoeveragent completes Part II of the Application and signs and submits it through the Capital Access Financial System. SBA reviews the Application, completes and signs Part III of the Application, notifies surety of its decision, and returns the signed Application to the surety. For subsequent applications for assistance, the small business completes Part I, section B and, if necessary, Part I, section A. In addition, if necessary to comply with the Recipient understands that instructions set forth in Part V, the Award would not be granted small business and/or the individuals identified in Part V, section B, complete Part V. The small business submits the Application to the Recipient but surety agent of choice. Paperwork Reduction Act: According to the Paperwork Reduction Act, you are not required to respond to this or any request for collection of information unless it displays a currently valid OMB approval number. The number for this collection of information is 3245-0378. The total estimated time for responding to this request for information, including time to read instructions and compile the information needed to respond is 10 minutes. Comments on the burden or other aspects for this collection of information should be sent to: U.S. Small Business Administration, Chief, AIB, 000 0xx Xx., X.X., Xxxxxxxxxx, X.X. 00000 and Desk Officer for the assumptions Small Business Administration, Office of Management and conditions referred to herein; thusBudget, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reasonNew Executive Office Building, then the grant of the Award and any right to the Award shall be null and voidRoom 00000, Xxxxxxxxxx, X.X. 00000. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan)PLEASE DO NOT SEND FORMS TO OMB. In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsPart V—CERTIFICATIONS

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 If the Surety determines that the Contract price is reasonable, and the Contract amount does not exceed the statutory ceiling specified in 13 CFR Part 115, Surety shall, subject to the execution of this guarantee agreement by SBA, become Surety on the bid, performance and payment bond(s) required for the award of the Agreement: In accepting Contract. Surety may withdraw its decision to issue such bond(s) if prescribed underwriting conditions are not met or if additional information comes to the Awardattention of Surety that adversely affects its underwriting determination, in which case, the Recipient consents Surety shall give notice of its decision to participate SBA. The Surety represents that the terms and conditions of such bond(s) are, and will be, in accord with SBA regulations (13 CFR Part 115) and with those standards established and generally accepted by the Plan surety industry for the type of contract for which such bond(s) are required to be furnished by Principal, and acknowledges Surety represents that he such bonds would not be provided for Principal on this Contract without this SBA guarantee. If any suit or she has received a copy claim is filed against Xxxxxx upon said bond(s), Xxxxxx must inform SBA of the Plansame within 30 days of receipt of notice. The Recipient understands Unless SBA decides otherwise, and agrees that so notifies Surety, Xxxxxx shall take charge of all suits or claims arising under said bond(s) and compromise, settle, or defend such suit or claim until so notified. Surety shall take all steps necessary to mitigate any loss resulting from Principal’s default. Surety shall not join SBA as a party in any lawsuit to which Xxxxxx is a party unless SBA has denied liability or has agreed to such joinder in writing. No employee of SBA has authority to waive, change or alter the Company has unilaterallyterms of this Agreement, gratuitously unless such alterations are separately attached, and discretionally decided to grant both the Award SBA and Surety’s authorized representatives have signed and dated their assent. This Agreement is made exclusively for the benefit of SBA and the Surety and does not confer any rights or benefits on any other party, such as any right of action against SBA by any person claiming under SBA-guaranteed bonds or otherwise. In the Plan to individuals who may be employees event of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any AffiliatesSurety’s insolvency, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and SBA shall not be considered a mandatory benefit, salary liable to the receiver or other representative of the surety except for any purposes (including severance compensation) loss incurred and monies actually paid by such representative under the bonds guaranteed by SBA. The Surety agrees to comply with all relevant SBA regulations and SBA Standard Operating Procedures. If any provision of this Agreement is inconsistent or conflicts with any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employmentSBA regulation, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided regulation shall prevail in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed construing or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsapplying this Agreement.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 1. MUTUAL RELEASE AND DISCHARGE. ----------------------------- Upon full payment by Respondents in accordance with Paragraph 3 of this Agreement and the registration of the Shares pursuant to Paragraph 4 of this Agreement: In accepting the Award, the Recipient consents Parties (including, without limitation, their officers, directors, shareholders, employees, agents, attorneys and insurers, if any) completely release and forever discharge each other of and from any and all claims, actions, causes of action, in law or in equity, demands, liabilities, rights, direct or indirect damages, or costs whatsoever, including court costs, legal expenses and attorneys' fees, which the Parties now have or had or which may hereafter accrue, arising from or in any way relating to participate in any transactions, events, and occurrences which are or could be the Plan and acknowledges that he or she has received a copy subject of the Plan. The Recipient understands and agrees that the Company has unilaterallyArizona Litigation, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason ofincluding, but not limited to, resignationany claims and counterclaims which have been asserted or which could have been asserted in the Arizona Litigation, retirement, disciplinary dismissal adjudged and any claims that arise out of or relate to be with cause, disciplinary dismissal adjudged the ASPA or recognized the Stock Purchase Agreement. This Mutual Release and Discharge shall apply to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective groundsall such claims, whether adjudged presently known or recognized unknown to be with the Parties. Notwithstanding anything in the previous paragraph, this Mutual Release and Discharge shall not apply to any claims that a Party has breached this Agreement. Nor shall this Mutual Release and Discharge apply to any claims arising out of or without cause, material modification related to the Service Contract of 18 January 2002 or the subject matter of the terms Employment Litigation; instead, any release of employment such claims shall be governed by the Court Settlement Agreement attached hereto as Exhibit A. With respect to this Mutual Release and Discharge, each Party acknowledges and agrees that any and all rights granted to it under Article 41 any state or federal laws which may limit or invalidate the above, whether in whole or in part, are hereby expressly waived. Each Party agrees that neither this Mutual Release and Discharge nor any other provision of this Agreement constitute, nor shall be construed to constitute, an admission of liability or fault by any Party. This Agreement is made solely to terminate the disputes between the Parties and to avoid the further expense and inconvenience of the Workers’ StatuteArizona Litigation and the Employment Litigation. Each Party represents and warrants that he, relocation under Article 40 she, or it has not heretofore assigned or transferred, or otherwise conveyed, any claim or cause of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsaction that would otherwise be released or discharged herein.

Terms and Conditions. Labor Law Acknowledgment Acknowledgement. The following provision supplements Section 12 13 (Nature of Grant) of the Agreement: In accepting the AwardRSUs, the Recipient Grantee consents to participate participation in the Plan and acknowledges that he or she has received a copy of the PlanPlan and the Agreement. The Recipient Gxxxxxx understands and agrees that the Company has unilaterallythat, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees as a condition of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. FurtherRSUs, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, Gxxxxxx’s Service for any reason (except due to death and Total and Permanent Disability) prior to the Award may cease vesting immediately, effective on date will automatically result in the date loss of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan)unvested RSUs that may have been granted to Grantee. In particular, the Recipient Grantee understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will unvested RSUs shall be forfeited without entitlement to the underlying Shares or to any amount of as indemnification in the event of a termination of the RecipientGrantee’s employment by reason ofService for any reason, including, but not limited to, : resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and Employer, or under Article 10.3 of the Royal Decree 1382/1985. Gxxxxxx understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to eligible Employees, Consultants, or Outside Directors throughout the world. The decision is limited and entered into based upon the express assumption and condition that any RSUs will not economically or otherwise bind the Company or any Subsidiary or Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, Grantee understands that the RSUs are granted on the assumption and condition that the RSUs shall not become part of any employment contract (whether with the Company or any Subsidiary or Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, Grantee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the RSUs, which is gratuitous and discretionary, since the future value of the RSUs and the underlying Shares is unknown and unpredictable. Gxxxxxx also understands that the grant of the RSUs would not be made but for the assumptions and conditions referred to above; thus, Grantee understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the RSUs and any right to the underlying Shares shall be null and void. Notifications

Terms and Conditions. Labor Law Acknowledgment This sale is subject to, and Seller’s acceptance is conditioned upon, Xxxxx’s assent to the terms and conditions stated herein and on the face hereof, which are in lieu of and replace any and all terms and conditions set forth in any documents issued by Buyer, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY BUYER AT ANY TIME ARE HEREBY OBJECTED TO BY SELLER, AND ANY SUCH DOCUMENT SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON SELLER. No remedy set forth herein shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. The following prevailing party or parties to any litigation or other proceedings arising out of this Agreement shall be entitled to recover its reasonable costs and attorneys’ fees from the other party or parties. If it is determined by a court of competent jurisdiction as part of a final nonappealable ruling, government action or binding arbitration that any provision supplements Section 12 of this Agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the state intention of the Agreement: In accepting parties, while the Award, remainder of this Agreement shall remain in full force and effect and bind the Recipient consents parties according to participate its terms. All section headings herein are for convenience only and are in the Plan and acknowledges that he no way to be construed as part of this Agreement or she has received as a copy limitation or expansion of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees scope of the Company particular sections to which they refer. No modification of, or amendment to, this Agreement (including any implied waiver) shall be effective unless in writing signed by all parties hereto. This Agreement sets forth the entire agreement and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms understanding of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either parties with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted respect to the Recipient but for the assumptions subject matter hereof and conditions referred to herein; thusmerges all prior or contemporaneous agreements and understandings (whether written, the Recipient acknowledges and freely accepts that should any verbal or all implied) of the assumptions be mistaken or should parties with respect thereto. Please have a duly authorized Buyer representative sign below and fax the signed Agreement to Xxxx Xxxxxxxx at 000-000-0000, if you have any questions please contact Xxxx Xxxxxxxx at 208-368- 3750 and send the original to the attention of the conditions not be met for any reasonundersigned at 0000 X. Xxxxxxx Xxx, then the grant of the Award and any right to the Award shall be null and void. FurtherXxxxx, the vesting of the Award is expressly conditioned on the Recipient’s continued employmentXxxxx, such that upon termination of employment00000, the Award may cease vesting immediatelyMail Stop 902, effective on the date of the Recipient’s termination of employment within ten (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as 10) days of the date the Recipient is no longer actively employed or in service first set forth above. Sincerely, Micron Semiconductor Israel Ltd. (unless otherwise specifically provided in the Agreement and/or the Plan"Seller") will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsBy: Name: Title: ACKNOWLEDGED AND AGREED: XXXXXXXXXXXX Inc. ("Buyer") By: Name: Title:

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 terms, conditions, and restrictions of the Award are set forth below [IF APPLICABLE: , subject to the letter agreement between the Company and Participant dated [MONTH] [DAY], [YEAR] (the “Letter Agreement”)]. Certain of these provisions [IF APPLICABLE: In accepting , except as they are deemed modified by the terms of the Letter Agreement], along with other important information, are summarized in the [EQUITY/DEFERRED CASH PROGRAM NAME] [prospectus/brochure] dated [MONTH] [DAY], [YEAR], and any applicable [prospectus] supplement (together, the “[Prospectus/Brochure]”). The terms, conditions, and restrictions of the Award include, but are not limited to, provisions relating to amendment, vesting, and cancellation of Awards, restrictions on the transfer of Awards, [sale restrictions on shares acquired upon the exercise of an Option], and additional restrictions or a potential waiver of Participant’s rights to an Award, if required by the Recipient consents applicable provisions of the Emergency Economic Stabilization Act of 2008, which will regulate Citigroup’s policies and practices with respect to participate in the Plan corporate governance and executive compensation, as further described below. By accepting an Award, Participant acknowledges that he or she has received a copy of read and understands the Plan[Prospectus/Brochure] and the terms and conditions set forth in this Appendix. The Recipient Participant understands that this Award and agrees all other incentive awards are entirely discretionary and that no right to receive the Company has unilaterallyAward, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliatesincentive award, over and above exists absent a prior written agreement to the specific terms of the Plancontrary. Consequently, the Recipient [Participant understands that the value that may be realized from an Award, if any, is contingent and depends on the future market price of Citigroup stock, among other factors, and that because equity awards are discretionary, and intended to promote employee retention and stock ownership and to align employees’ interests with those of stockholders, equity awards are subject to vesting conditions and will be canceled if vesting conditions are not satisfied.] Any monetary value assigned to an Award in any communication regarding the Award is granted on contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the assumption and condition Company to deliver, directly or indirectly, any certain [or determinable] cash value to Participant. Receipt of an Award covered by this Agreement, or any other incentive award, is neither an indication nor a guarantee that the Award and any Shares issued under the Plan are not part an incentive award of any employment contract (either with type or amount will be made in the future, and absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion. Any actual, anticipated, or any Affiliates) estimated financial benefit to Participant from an Award is not and shall not be considered deemed to be a mandatory benefit, normal or an integral part of Participant’s regular or expected salary or compensation from employment for any purposes (including severance compensation) or any other right whatsoever. In additionpurposes, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason ofincluding, but not limited to, calculating any statutory, common law or other employment-related payment to Participant, including any severance, resignation, retirementtermination, disciplinary dismissal adjudged to redundancy, end-of-service , bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements, and in no event should be with causeconsidered as compensation for, disciplinary dismissal adjudged or recognized to be without causerelating in any way to, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of past services for the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsCompany.

Terms and Conditions. Labor Law Acknowledgment The following RSU Payment This provision supplements Section 12 2.2 of the Agreement: In accepting the Award, the Recipient consents to participate Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the RSUs do not provide any right for the Colleague to receive a cash payment and acknowledges the RSUs will be settled in Shares only. Tax Withholding The following provisions supplement Section 2.5 of the Agreement: Without limitation to Section 2.5 of the Agreement, the Colleague agrees that he they are liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or she has received the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Colleague also hereby agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Colleague’s behalf. Notwithstanding the foregoing, if the Colleague is a copy director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Colleague shall not be eligible for a loan from the Employer to cover income tax. In the event that the Colleague is a director or executive officer and the income tax is not collected from or paid by them within ninety days of the end of the United Kingdom (“UK”) tax year in which the event giving rise to the income tax occurs, or such other period as required under UK law, the amount of any uncollected income tax may constitute a benefit to them on which additional income tax and National Insurance Contributions (“NICs”) may be payable. The Colleague will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for any employee NICs due on this additional benefit, which may be recovered from the Colleague by the Company or the Employer at any time thereafter by any of the means referred to in Section 2.5 of the Agreement. UNITED STATES OF AMERICA Notifications Exchange Control Information Under the Foreign Account Tax Compliance Act (“FATCA”), United States taxpayers who hold Shares or rights to acquire Shares (i.e., RSUs) may be required to report certain information related to their holdings to the extent the aggregate value of the RSUs/Shares exceeds certain thresholds (depending on the Colleague’s filing status) with the Colleague’s annual tax return. The Colleague should consult with their personal tax or legal advisor regarding any FATCA reporting requirements with respect to the RSUs or any Shares acquired under the Plan. The Recipient understands SCHEDULE B- US AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS FOR EMPLOYEES IN THE UNITED STATES This Agreement of Restrictive Covenants and agrees that Other Obligations for Employees in the Company has unilaterally, gratuitously and discretionally decided to grant United States (the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that “RCA”) is entered into upon by and between Wxxxxx Xxxxxx Wxxxxx Public Limited Company (the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates“Company”) and shall not the Colleague (the “Colleague”) to be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed Colleague signs or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationselectronically accepts this RCA.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 By submitting this signed Exhibitor / Sponsor Agreement application form, the applicant whose information is completed at paragraph 1 (the “Applicant”) agrees with the International Civil Aviation Organization, headquartered at 000 Xxxxxx-Xxxxxxxx Boulevard, Montreal, Quebec, Canada, H3C 5H7 (“ICAO”), to abide by the Terms and Conditions set out herein. Applicants for exhibition space shall be referred to as “Exhibitors” and sponsorship Applicants shall be referred to as “Sponsors”. ICAO shall be under no obligation whatsoever in connection with any application, until written acknowledgement of ICAO’s acceptance of the Agreement: application form. In accepting the Awardparticular, ICAO shall be under no obligation to accept an application form. For Exhibitors, the Recipient consents to participate exhibition space is guaranteed only upon ICAO’s written acknowledgement and payment by the Exhibitor in accordance with paragraph 7 of this form. The person signing the Plan Acceptance below represents and acknowledges warrants that he or she has received a copy is duly authorized to sign on behalf of the Plan. The Recipient understands Applicant and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may Agreement shall be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted binding on the assumption and condition that Applicant. All payments shall be made to ICAO in US Dollars only. If the Award and any Shares issued under invoice is not paid by the Plan are not part of any employment contract (either due date, ICAO may in its sole discretion, cancel the sponsorship and/or exhibition rental space. All materials shipping to ICAO should be prepaid in full with the Company or any Affiliates) and carrier. COD shipments shall not be considered a mandatory benefitacceptable to ICAO. The rights and obligations of the Applicant under this Agreement shall be non-assignable and non-transferable, salary except with the express written consent of ICAO. Exhibitors and Sponsors shall confine all business, demonstrations, exhibitions, canvassing, and distribution of printed matter or other items exclusively to the assigned booth space. No overflow into the aisles shall be permitted, due to fire and safety regulations. Promotional materials shall not promote military applications or name or make any reference to territories not formally recognised by the United Nations as sovereign states. ICAO makes no representations or warranties with respect to the demographic nature and/or number of exhibitors and/or attendees that will attend the event. ICAO accepts no responsibility or liability for any purposes (including severance compensation) loss, damage or personal injury, arising in connection with this Agreement and the associated event(s). The Exhibitor should therefore make its own insurance arrangements in accordance with its requirements, risks and expectations. The Exhibitor shall indemnify, save and hold harmless ICAO and its employees or agents, from and against any claims, actions, losses, damages, expenses and costs whatsoever arising from the Exhibitor’s acts or omissions. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any immunity from suit or legal process or any privilege, exemption or other right whatsoeverimmunity enjoyed or which may be enjoyed by ICAO, its Officials and staff, under international or national laws. In additionThe Applicant shall ensure compliance with the following: Applicant’s products and services must not go against or perceived to go against ICAO’s 5 strategic objectives or the NCLB (No Country Left Behind) initiative. The Applicant shall be in good financial standing with ICAO with no outstanding debts. The Applicant shall not use the ICAO brand, logo or intellectual property, except with the Recipient understands that express written approval of ICAO. Exhibiting or sponsoring the Award would event will not pose any conflict of interest. The Applicant’s participation may not be granted perceived as being negative to Member States or regions. The Applicant should contribute, provide value and share knowledge with Member States and the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationscivil aviation industry.

Terms and Conditions. Labor Law Acknowledgment Acknowledgement. The following provision supplements Section 12 XIII of the Agreement: In By accepting the AwardOption granted hereunder, the Recipient consents you consent to participate participation in the Plan and acknowledges acknowledge that he or she has you have received a copy of the Plan. The Recipient understands and agrees You understand that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the Award Option under the Plan to individuals who may be employees of the Company and any or its Affiliates throughout the world. The decision is a limited decision that decision, which is entered into upon the express assumption and condition that any grant the Option granted will not economically or otherwise bind the Company or any Affiliatesof its Affiliates on an ongoing basis other than as expressly set forth in the Agreement, over and above the specific terms of the Planincluding this Appendix. Consequently, the Recipient understands you understand that the Award Option granted hereunder is granted given on the assumption and condition that the Award and any Shares issued under the Plan are it shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of the Option since the future value of the Option and the underlying Shares is unknown and unpredictable. In addition, the Recipient understands you understand that the Award Option granted hereunder would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient acknowledges you understand, acknowledge and freely accepts that accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any an Option or right to the Award an Option shall be null and void. Further, the vesting of the Award Option is expressly conditioned on the Recipient’s your continued employmentand active rendering of service, such that upon termination of employmentif your employment terminates for any reason whatsoever, the Award Option may cease vesting immediately, in whole or in part, effective on the date of the Recipient’s your termination of employment (unless otherwise specifically provided in Section IV of the Agreement and/or the PlanAgreement). In particularThis will be the case, for example, even if (1) you are considered to be unfairly dismissed without good cause; (2) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) you terminate service due to a change of work location, duties or any other employment or contractual condition; (4) you terminate service due to a unilateral breach of contract by the Recipient understands and agrees that Company or a Subsidiary; or (5) your employment terminates for any unreleased Awards as other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to Options that were not vested on the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided of your termination of employment, as described in the Agreement and/or Plan and the Plan) will be forfeited without entitlement Agreement. You acknowledge that you have read and specifically accepts the conditions referred to the underlying Shares or to any amount of indemnification in the event of termination Section IV of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsAgreement.

Terms and Conditions. Labor Law Acknowledgment Acknowledgement. The following provision supplements Section 12 VIII of the Agreement: In By accepting the AwardAward granted hereunder, the Recipient consents you consent to participate participation in the Plan and acknowledges the Program and acknowledge that he or she has you have received a copy of the PlanPlan and the Program. The Recipient understands and agrees You understand that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the Award under the Plan and the Program to individuals who may be employees of the Company and any or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant the Awards granted will not economically or otherwise bind the Company or any Affiliatesof its Affiliates on an ongoing basis, over and above other than as expressly set forth in the specific terms of the Planapplicable Agreement, including this Appendix. Consequently, the Recipient understands you understand that the Award granted hereunder is granted given on the assumption and condition that the Award and any Shares issued under the Plan are it shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of the Award since the future value of the Award and any shares of Common Stock that may be issued in respect of such Award is unknown and unpredictable. In addition, the Recipient understands you understand that the Award granted hereunder would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient acknowledges you understand, acknowledge and freely accepts that accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any or right to the Award shall be null and void. Further, the vesting of the Award Performance Units is expressly conditioned on the Recipient’s your continued employmentand active rendering of service, such that upon termination of employmentif your employment terminates for any reason whatsoever, the Award Performance Units may cease vesting immediately, in whole or in part, effective on the date of the Recipient’s your termination of employment (unless otherwise specifically provided in Section I of the Agreement and/or the PlanAgreement). In particularThis will be the case, for example, even if (1) you are considered to be unfairly dismissed without good cause; (2) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) you terminate service due to a change of work location, duties or any other employment or contractual condition; (4) you terminate service due to a unilateral breach of contract by the Recipient understands and agrees that Company or a Subsidiary; or (5) your employment terminates for any unreleased Awards as other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to Performance Units that were not vested on the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided of your termination of employment, as described in the Agreement and/or Plan and the Plan) will be forfeited without entitlement Agreement. You acknowledge that you have read and specifically accepts the conditions referred to the underlying Shares or to any amount of indemnification in the event of termination Section I of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsAgreement.

Terms and Conditions. Labor Law Acknowledgment The Equipment and sales price are identified in Exhibit “B”, which is attached hereto and incorporated herein by reference. This Agreement fully incorporates by this reference the following provision supplements Section 12 documents: The Notice Inviting Proposals, Proposal Form, and price list submitted by Vendor to FCCC in response to the FCCC Notice. The FCCC Notice, including all of its provisions and documents incorporated therein by reference or operation of law. The Equipment and sales price list. To the extent any term or condition of this Agreement is inconsistent with the FCCC Notice, the FCCC Notice shall control, except for the delivery, payment, venue, or jurisdiction provisions in this Agreement which shall control over all other contradictory provisions. The total not-to-exceed cost for the Equipment shall be Three Hundred Twenty-Seven Thousand Two Hundred Eighty Four and 63/100 Dollars ($327,284.63) (“Total Cost”), which consists of the Agreement: In accepting cost for the AwardEquipment, taxes and shipping, as identified in Exhibit “B”. The District shall pay the Recipient consents Total Cost for the Equipment within thirty (30) days after (1) delivery of Equipment and acceptance by District or (2) of an undisputed invoice from Vendor to participate the District, whichever is later; and Vendor hereby acknowledges and certifies that the prices indicated herein and in the Plan referenced documents are the prices indicated and/or authorized in the FCCC Notice. Vendor shall deliver the Equipment according to a delivery schedule to be agreed to by the Parties. 1The Parties acknowledge that each of them has fully discussed the contents of this Agreement with their chosen representatives and/or legal counsel and acknowledges that he or she has received a copy had the benefit of legal counsel in negotiating and drafting the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Planthis Agreement. ConsequentlyAccordingly, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and this Agreement shall not be considered a mandatory benefitconstrued as having been drafted by one party or the other. This Agreement and the attachments hereto and the documents specifically incorporated into the Agreement by reference, salary for constitute the entire Agreement between the District and Vendor. No other promises, contracts, or statements between the Parties shall be binding unless made in writing and signed by all Parties hereto. Each party hereto shall bear its own costs and attorneys’ fees incurred or connected with the drafting and signing of this Agreement and the events leading up to this Agreement. This Agreement and the rights and obligations of the Parties hereunder shall be construed and interpreted in accordance with the laws of the State of California. Any action or proceeding to enforce this Agreement shall be commenced and maintained in Alameda County, California. Notwithstanding any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted provision to the Recipient but for contrary, this venue and jurisdiction provision shall control over any contradictory provision in the assumptions FCCC Notice. The Parties hereto hereby agree to execute all such other documents and conditions referred to herein; thus, take all such other action as may be reasonably necessary to affect the Recipient acknowledges purposes of this Agreement. This Agreement may be executed in several counterparts and freely accepts that should any shall be deemed legally effective at such time as counterparts thereof duly executed on behalf of all Parties have been furnished and delivered to the Parties themselves or all the attorneys the Parties to this Agreement. Signature of copies and facsimile or electronic versions of this Agreement shall have the same force and effect as signature of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and voidoriginal. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective ACCEPTED AND AGREED on the date of indicated below: Dated: December 12, 0000 Xxxxxxx Xxxxxxxxx College District By: Print Name: Print Title: Dated: , 2017 NetXperts, Inc. By: Print Name: Print Title: Exhibit “A” FCCC Contract The FCCC Contract, including RFP 15-002, is on file with the Recipient’s termination of employment District and the Vendor and incorporated herein by this reference. EXHIBIT B – VENDOR QUOTE Xxxxxx Xxxxx, XX 00000 000-000-0000 Fax Sales Rep. ngretowski Ship To: Quote To: 000-000-0000 Tel NetXperts Inc. QUOTE 0000 Xxxxxxx Xxxxx Suite 102 Quote # Date NETQ17049 11/22/17 Xxxxxxx Community College Xxxxxxx Community College Xxxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx 000 Xxxx 0xx Xxxxxx 000 Xxxx 0xx Xxxxxx Xxxxxxx XX 00000 Xxxxxxx XX 00000 5104643233 5104643233 Qty Part Number Description Unit Price Ext. Price Xxxxxxx--Firewall Centralized Management 1 FS-VMW-SW-K9 Cisco Firepower Management Center, (unless otherwise specifically provided in the Agreement and/or the Plan). In particularVMWare) for 25 devices $3,886.20 $3,886.20 1 CON-ECMU-VMW SWSS UPGRADES Cisco Firepower Management Center, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the PlanVMWare) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of- 12 months District Office Firewalls $1,259.30 $1,259.30 2 FPR4110-BUN Cisco Firepower 4110 Master Bundle $0.00 $0.00 2 FPR4110-NGFW-K9 Cisco Firepower 4110 NGFW Appliance, but not limited to1U, resignation2 x NetMod Bays $32,398.20 $64,796.40 2 CON-SNT-FPR4110N SNTC-8X5XNBD Cisco Firepower 4110 - 12 months $5,040.00 $10,080.00 2 FPR4K-PWR-AC-1100 Firepower 4000 Series 1100W AC Power Supply $1,438.20 $2,876.40 2 L-FPR4110T-T-1Y Cisco FPR4110 Threat Defense Threat Protection 1Y Subs $8,100.00 $16,200.00 60 SFP-H10GB-CU5M= 10GBASE-CU SFP+ Cable 5 Meter Campus Firewalls $54.00 $3,240.00 1 FPR2130-BUN Cisco Firepower 2130 Master Bundle $0.00 $0.00 8 FPR2130-NGFW-K9 Cisco Firepower 2130 NGFW Appliance, retirement1U, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications1 x NetMod Bay $10,798.20 $86,385.60

Terms and Conditions. Labor Law Acknowledgment This Class A-1 Note is one of a duly authorized issue of Notes of Issuer, designated as First National Master Note Trust, VFN Series 2003-3 (the "VFN Series 2003-3 Notes"), issued under a Master Indenture dated as of October 24, 2002 (the "Master Indenture"), between Issuer and The following provision supplements Section 12 Bank of New York, as indenture trustee (the Agreement: In accepting "Indenture Trustee"), as supplemented by the AwardIndenture Supplement dated as of December [ ], 2003 (the Recipient consents "Indenture Supplement"), and representing the right to participate in the Plan and acknowledges that he or she has received a copy of the Planreceive certain payments from Issuer. The Recipient understands and agrees that term "Indenture," unless the Company has unilaterallycontext otherwise requires, gratuitously and discretionally decided refers to grant the Award under Master Indenture as supplemented by the Plan to individuals who may be employees of the Company and any Affiliates throughout the worldIndenture Supplement. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan Notes are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted subject to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control. The Class A-2 Notes, the Class B-1 Notes and the Class B-2 Notes will also be issued under Article 41 the Indenture. The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of Issuer allocated to the payment of this Note for payment hereunder and that neither Owner Trustee nor Indenture Trustee is liable to the Noteholders for any amount payable under the Notes or the Indenture or, except in the case of Indenture Trustee as expressly provided in the Indenture, subject to any liability under the Indenture. This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of Indenture Trustee. THIS CLASS A-1 NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, ISSUER, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL FUNDING CORPORATION, FIRST NATIONAL FUNDING LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. Issuer, Transferor, Indenture Trustee and any agent of Issuer, Transferor or Indenture Trustee shall treat the person in whose name this Class A-1 Note is registered as the owner hereof for all purposes, and neither Issuer, Transferor, Indenture Trustee nor any agent of Issuer, Transferor or Indenture Trustee shall be affected by notice to the contrary. THIS CLASS A-1 NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE A1-6 PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. CLASS A-1 NOTE CLASS A-1 CURRENT CLASS A-1 PRINCIPAL CLASS A-1 CURRENT NOTE INITIAL CLASS A-1 PAYMENTS NOTE INITIAL CLASS A-1 PRINCIPAL INCREASE (INCLUDING PRINCIPAL NOTE PRINCIPAL DATE BALANCE AMOUNTS REDUCTIONS) BALANCE BALANCE ---- ------- ------- ----------- ------- ------- 12-[ ]-03 --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- A1-8 ASSIGNMENT Social Security or other identifying number of assignee ______________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________________________________________ __________________________________ (name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________________attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated:_________________________________ _________________________________** Signature Guaranteed: XXXXXXX X-0 FORM OF CLASS A-2 ASSET BACKED NOTE, VFN SERIES 2003-3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS UNDER STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN A NOTE PURCHASE AGREEMENT RELATING HERETO. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST BANKCARD MASTER CREDIT CARD TRUST, A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEBRASKA ("FBMCCT"), FIRST NATIONAL FUNDING CORPORATION, A NEBRASKA BUSINESS CORPORATION ("FNFC"), TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY INSTITUTION IN INSTITUTING AGAINST FBMCCT, FNFC, TRANSFEROR OR ISSUER, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS. THE HOLDER OF THIS CLASS A-2 NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A-2 NOTES AS INDEBTEDNESS OF ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME. THE HOLDER OF THIS CLASS A-2 NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE ACQUISITION AND HOLDING OF THE CLASS A-2 NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW). $___________ REGISTERED No. R-VFN-A-2-__________ FIRST NATIONAL MASTER NOTE TRUST CLASS A-2 ASSET BACKED NOTE, VFN SERIES 2003-3 First National Master Note Trust (herein referred to as "Issuer"), a Delaware statutory trust governed by a Trust Agreement dated as of October 16, 2002, for value received, hereby promises to pay to [ ], or registered assigns, subject to the following provisions, the principal sum of _______________ DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the date or dates specified in or pursuant to the Indenture. Issuer will pay interest on the unpaid principal amount of this Note at the Applicable Pass-Through Rate on each Distribution Date until the principal amount of this Note is paid in full. Interest on this Note will accrue for each Distribution Date from and including the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, for the initial Distribution Date, from and including the Closing Date to but excluding such Distribution Date. Interest will be computed, and principal of this Note shall be paid, each in the manner specified in the Indenture Supplement referred to on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the Workers’ StatuteUnited States of America as at the time of payment is legal tender for payment of public and private debts. Reference is made to the further provisions of this Note set forth on the reverse hereof, relocation which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by or on behalf of Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under Article 40 the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any purpose. This Note has been executed by Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Owner Trustee of the Workers’ StatuteIssuer, Article 50 in no event shall Wilmington Trust Company, in its individual capacity, have any liability in respect of the Workers’ Statuteobligations of Issuer hereunder or under any other document, unilateral withdrawal by as to all of which recourse shall be had solely to the Employer assets of Issuer, and under Article 10.3 for all purposes of this Note and each other document, Owner Trustee (as such or in its individual capacity) shall be subject to, and entitled to the benefits of, the terms and provisions of the Royal Decree 1382/1985. NotificationsTrust Agreement.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 parties agree that these terms and conditions prevail over the terms of any other document relating to and a part of this agreement. PAYMENT AND COMPENSATION: KSU will pay Lecturer’s fee by check as indicated in the Fees and Payment Schedule of this agreement. Payment of the Agreementfee cannot be made until Lecturer completes the Supplier Authorization/Registration Form or Form W-8BEN. CANCELLATION: KSU reserves the right to cancel this Agreement without obligation upon notice to Lecturer thirty (30) days in advance of the lecture date. In accepting the Awardevent of KSU’s cancellation, the Recipient consents deposit payment (if any) shall be returned promptly. FORCE MAJEURE: Neither Lecturer nor KSU shall be liable for failure to participate appear or perform its obligations under this agreement in the Plan event that such failure is caused by or due to the acts or regulations of public authorities, labor difficulties, civil tumult, inclement weather, strike, epidemic, interruption or delay of transportation service, or any other legitimate cause beyond the control of Lecturer and acknowledges KSU. SICKNESS AND ACCIDENTS: Lecturer’s agreement to perform its obligations is subject to proven detention by sickness or accident. In the event of such non-lecture, the deposit payment (if any) advanced to the Lecturer shall be returned promptly. PROMOTION AND PRODUCTION: KSU shall be responsible for all matters pertaining to the promotion and production of the scheduled engagement, including but not limited to venue rentals, security, and advertising. Lecturer agrees that he KSU may use Lecturer’s name, pictures, photographs, recordings, and other likenesses in connection with advertising and publicizing the engagement(s) hereunder. VIDEO AND AUDIO TAPING: KSU shall have the right to record, broadcast or she has received digitally stream in any manner whatsoever, any part of Lecturer’s lecture as well as to use and maintain a copy of the Planlecture for internal, archival, or for any other educational purpose. Lecturer and/or his designees shall have the right to record the lecture and to use the recordings as Lecturer sees fit. INDEPENDENT CONTRACTORS: Lecturer acknowledges that it is an independent contractor and not an employee of KSU and shall be responsible for all taxes. KSU shall control the times and division of the Lecturer’s lecture and Lecturer shall control the manner, means, and details of such lecture. ASSIGNMENT, ENTIRETY OF AGREEMENT, GOVERNING LAW, JURISDICTION, AND MEDIATION: This agreement cannot be assigned or transferred without the written consent of KSU. This agreement constitutes the entire agreement between the parties. No modification shall be enforceable except in writing and signed by the parties hereto. This agreement shall be governed by the laws of the state of Georgia. In the event any dispute arising under this agreement results in litigation, such action or proceeding shall be brought within the state or federal courts of Georgia. MEDIATION: Prior to the commencement of civil action by either party with respect to any disputes arising out of this Agreement, such party must submit the matter for mediation by providing the other party with a written demand for mediation setting forth the subject of the dispute. The Recipient understands parties will cooperate with each other in selecting a mediator and agrees that in scheduling the Company has unilaterallymediation proceedings. Venue for mediation shall be Xxxx County, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the worldGeorgia. The decision is a limited decision parties covenant that is entered into upon the express assumption and condition that any grant they will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided participate in the Agreement and/or the Plan). In particularmediation in good faith, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or they will share equally in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsits cost.

Terms and Conditions. Labor Law Acknowledgment This sale is subject to, and Seller’s acceptance is conditioned upon, Buyer’s assent to the terms and conditions stated herein and on the face hereof, which are in lieu of and replace any and all terms and conditions set forth in any documents issued by Buyer, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY BUYER AT ANY TIME ARE HEREBY OBJECTED TO BY SELLER, AND ANY SUCH DOCUMENT SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON SELLER. No remedy set forth herein shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. The following prevailing party or parties to any litigation or other proceedings arising out of this Agreement shall be entitled to recover its reasonable costs and attorneys’ fees from the other party or parties. If it is determined by a court of competent jurisdiction as part of a final nonappealable ruling, government action or binding arbitration that any provision supplements Section 12 of this Agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the state intention of the Agreement: In accepting parties, while the Award, remainder of this Agreement shall remain in full force and effect and bind the Recipient consents parties according to participate its terms. All section headings herein are for convenience only and are in the Plan and acknowledges that he no way to be construed as part of this Agreement or she has received as a copy limitation or expansion of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees scope of the Company particular sections to which they refer. No modification of, or amendment to, this Agreement (including any implied waiver) shall be effective unless in writing signed by all parties hereto. This Agreement sets forth the entire agreement and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms understanding of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either parties with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted respect to the Recipient but for the assumptions subject matter hereof and conditions referred to herein; thusmerges all prior or contemporaneous agreements and understandings (whether written, the Recipient acknowledges and freely accepts that should any verbal or all implied) of the assumptions be mistaken or should parties with respect thereto. Please have a duly authorized Buyer representative sign below and fax the signed Agreement to Xxxx Xxxxxxxx at 000-000-0000, if you have any questions please contact Xxxx Xxxxxxxx at 208-368- 3750 and send the original to the attention of the conditions not be met for any reasonundersigned at Mail Stop 902, then the grant of the Award and any right to the Award shall be null and void. Further0000 Xxxxx Xxxxxxx Xxx, the vesting of the Award is expressly conditioned on the Recipient’s continued employmentXxxxx, such that upon termination of employmentXxxxx 00000-0000, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment within ten (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as 10) days of the date the Recipient is no longer actively employed or in service first set forth above. Sincerely, Micron Technology, Inc. (unless otherwise specifically provided in the Agreement and/or the Plan"Seller") will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsXxxxx X. Xxxxx Xxxxx X. Xxxxx Corporate Capital Purchasing Manager ACKNOWLEDGED AND AGREED: XXXXXXXXXXXX Inc. ("Buyer") By: Name:

Terms and Conditions. Labor Law Acknowledgment Acknowledgment. The following provision supplements Section 12 Paragraph 9 of the RSU Agreement: In By accepting the AwardRestricted Share Units, the Recipient Grantee acknowledges that the Grantee consents to participate participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient A termination of employment for any reason (including for the reasons listed below) will automatically result in the forfeiture of any unvested Restricted Share Units; in particular, the Grantee understands and agrees that the Restricted Share Units will be forfeited without entitlement to the underlying Ordinary Shares or to any amount as indemnification in the event of a termination of employment prior to vesting by reason of, including, but not limited to, resignation, disciplinary dismissal with or without cause, individual or collective layoff with or without cause, material modification of employment under Article 41 of the Worker’s Statute, relocation under Article 40 of the Worker’s Statute, Article 50 of the Worker’s Statute, Article 10.3 of Royal Decree 1382/1985 and unilateral withdrawal by the Employer. Furthermore, the Grantee understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the Award Restricted Share Units under the Plan to individuals who may be employees of the Company and any Affiliates its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any AffiliatesSubsidiary, over and above other than to the specific terms of extent set forth in the PlanAgreement. Consequently, the Recipient Grantee understands that the Award is granted Restricted Share Units are offered on the assumption and condition that the Award Restricted Share Units and any Ordinary Shares issued acquired under the Plan are not part of any employment contract (either with the Company or any Affiliates) Subsidiary), and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) ), or any other right whatsoever. In addition, the Recipient Grantee understands that the Award this offer would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient Grantee acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any or right to the Award Restricted Share Units shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications.

Terms and Conditions. Labor Law Acknowledgment This sale is subject to, and Seller’s acceptance is conditioned upon, Buyer’s assent to the terms and conditions stated herein and on the face hereof, which are in lieu of and replace any and all terms and conditions set forth in any documents issued by Buyer, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY BUYER AT ANY TIME ARE HEREBY OBJECTED TO BY SELLER, AND ANY SUCH DOCUMENT SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON SELLER. No remedy set forth herein shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. The following prevailing party or parties to any litigation or other proceedings arising out of this Agreement shall be entitled to recover its reasonable costs and attorneys’ fees from the other party or parties. If it is determined by a court of competent jurisdiction as part of a final non- appealable ruling, government action or binding arbitration that any provision supplements Section 12 of this Agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the state intention of the Agreement: In accepting parties, while the Award, remainder of this Agreement shall remain in full force and effect and bind the Recipient consents parties according to participate its terms. All section headings herein are for convenience only and are in the Plan and acknowledges that he no way to be construed as part of this Agreement or she has received as a copy limitation or expansion of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees scope of the Company particular sections to which they refer. No modification of, or amendment to, this Agreement (including any implied waiver) shall be effective unless in writing signed by all parties hereto. This Agreement sets forth the entire agreement and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms understanding of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either parties with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted respect to the Recipient but for the assumptions subject matter hereof and conditions referred to herein; thusmerges all prior or contemporaneous agreements and understandings (whether written, the Recipient acknowledges and freely accepts that should any verbal or all implied) of the assumptions be mistaken or should parties with respect thereto. Please have a duly authorized Buyer representative sign below and fax the signed Agreement to Xxxx Xxxxxxxx at 000-000-0000, if you have any questions please contact Xxxx Xxxxxxxx at 000-000-0000 and send the original to the attention of the conditions not be met for any reasonundersigned at Mail Stop 902, then the grant of the Award and any right to the Award shall be null and void. Further0000 Xxxxx Xxxxxxx Xxx, the vesting of the Award is expressly conditioned on the Recipient’s continued employmentXxxxx, such that upon termination of employmentXxxxx 00000-0000, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment within ten (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as 10) days of the date the Recipient is no longer actively employed or in service first set forth above. Sincerely, Micron Semiconductor Asia Pte. Ltd, (unless otherwise specifically provided in the Agreement and/or the Plan“Seller”) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsBy: Name: Seow Boon Quey Title: Managing Director Date: ACKNOWLEDGED AND AGREED:

Terms and Conditions. Labor Law Acknowledgment This sale is subject to, and Micron’s acceptance is conditioned upon, Xxxxx’s assent to the terms and conditions stated herein and on the face hereof, which are in lieu of and replace any and all terms and conditions set forth in any documents issued by Buyer, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY BUYER AT ANY TIME ARE HEREBY OBJECTED TO BY MICRON, AND ANY SUCH DOCUMENT SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON MICRON. No remedy set forth herein shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. The following prevailing party or parties to any litigation or other proceedings arising out of this Agreement shall be entitled to recover its reasonable costs and attorneys’ fees from the other party or parties. If it is determined by a court of competent jurisdiction as part of a final nonappealable ruling, government action or binding arbitration that any provision supplements Section 12 of this Agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the state intention of the Agreement: In accepting parties, while the Award, remainder of this Agreement shall remain in full force and effect and bind the Recipient consents parties according to participate its terms. All section headings herein are for convenience only and are in the Plan and acknowledges that he no way to be construed as part of this Agreement or she has received as a copy limitation or expansion of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees scope of the Company particular sections to which they refer. No modification of, or amendment to, this Agreement (including any implied waiver) shall be effective unless in writing signed by all parties hereto. This Agreement sets forth the entire agreement and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms understanding of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either parties with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted respect to the Recipient but for the assumptions subject matter hereof and conditions referred to herein; thusmerges all prior or contemporaneous agreements and understandings (whether written, the Recipient acknowledges and freely accepts that should any verbal or all implied) of the assumptions be mistaken or should parties with respect thereto. Please have a duly authorized Buyer representative sign below and fax the signed Agreement to Xxxx Xxxxxxxx at 000-000-0000, if you have any questions please contact Xxxx Xxxxxxxx at 208-368- 3750 and send the original to the attention of the conditions not be met for any reasonundersigned at Mail Stop 000, then the grant of the Award and any right to the Award shall be null and void. Further0000 Xxxxx Xxxxxxx Xxx, the vesting of the Award is expressly conditioned on the Recipient’s continued employmentXxxxx, such that upon termination of employmentXxxxx 00000-0000, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment within ten (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as 10) days of the date the Recipient is no longer actively employed or in service first set forth above. Sincerely, Xxxxx X. Xxxxx Xxxxx X. Xxxxx Corporate Capital Purchasing Manager Micron Technology, Inc. ACKNOWLEDGED AND AGREED: (unless otherwise specifically provided in the Agreement and/or the Plan"Buyer") will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsBy: Name:

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 terms, conditions, and restrictions of the Agreement: In accepting Award are set forth below. Certain of these provisions, along with other important information, are summarized in the 2009 Performance Stock Award Program prospectus dated January 14, 2009, and any applicable prospectus supplement (together, the “Prospectus”). The terms, conditions, and restrictions of the Award include, but are not limited to, provisions relating to amendment, vesting, and cancellation of Awards, restrictions on the transfer of Awards, and additional restrictions or a potential modification or waiver of Participant’s rights to an Award, if required by the Recipient consents applicable provisions of the Emergency Economic Stabilization Act of 2008, or the terms of any relief provided thereunder that regulate Citigroup’s policies and practices with respect to participate in the Plan corporate governance and executive compensation, as further described below. By accepting an Award, Participant acknowledges that he or she has received a copy of read and understands the PlanProspectus and the terms and conditions set forth in this Appendix. The Recipient Participant understands that this Award is entirely discretionary and agrees that no right to receive the Company has unilaterallyAward, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliatesother award, over and above exists absent a prior written agreement to the specific terms of the Plancontrary. Consequently, the Recipient Participant understands that the value that may be realized from an Award, if any, is contingent and depends on the future market price of Citigroup stock, among other factors, and that because equity awards are discretionary, and intended to promote employee retention and stock ownership and to align employees’ interests with those of stockholders, equity awards are subject to vesting conditions and will be canceled if vesting conditions are not satisfied. Any monetary value assigned to an Award in any communication regarding the Award is granted on contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the assumption and condition Company to deliver, directly or indirectly, any certain or determinable cash value to Participant. Receipt of an Award covered by this Agreement, or any other incentive award, is neither an indication nor a guarantee that the Award and any Shares issued under the Plan are not part an incentive award of any employment contract (either with type or amount will be made in the future, and absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion. Any actual, anticipated, or any Affiliates) estimated financial benefit to Participant from an Award is not and shall not be considered deemed to be a mandatory benefit, normal or an integral part of Participant’s regular or expected salary or compensation from employment for any purposes (including severance compensation) or any other right whatsoever. In additionpurposes, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason ofincluding, but not limited to, calculating any statutory, common law or other severance, resignation, retirementtermination, disciplinary dismissal adjudged to redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no event should be with causeconsidered as compensation for, disciplinary dismissal adjudged or recognized to be without causerelating in any way to, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of past services for the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsCompany.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 of the Agreement: In accepting the Award, the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award clearing permission under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. ConsequentlySTM Permissions Guidelines only, the Recipient understands terms of the license are extended to include subsequent editions and for editions in other languages, provided such editions are for the work as a whole in situ and does not involve the separate exploitation of the permitted figures or extracts, You may not alter, remove or suppress in any manner any copyright, trademark or other notices displayed by the Wiley Materials. You may not license, rent, sell, loan, lease, pledge, offer as security, transfer or assign the Wiley Materials on a stand-alone basis, or any of the rights granted to you hereunder to any other person. The Wiley Materials and all of the intellectual property rights therein shall at all times remain the exclusive property of Xxxx Xxxxx & Sons Inc, the Wiley Companies, or their respective licensors, and your interest therein is only that of having possession of and the Award right to reproduce the Wiley Materials pursuant to Section 2 herein during the continuance of this Agreement. You agree that you own no right, title or interest in or to the Wiley Materials or any of the intellectual property rights therein. You shall have no rights hereunder other than the license as provided for above in Section 2. No right, license or interest to any trademark, trade name, service mark or other branding ("Marks") of WILEY or its licensors is granted on hereunder, and you agree that you shall not assert any such right, license or interest with respect thereto Any fee required for this permission shall be non-refundable after thirty (30) days from receipt by the assumption CCC. NEITHER WILEY NOR ITS LICENSORS MAKES ANY WARRANTY OR REPRESENTATION OF ANY KIND TO YOU OR ANY THIRD PARTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE MATERIALS OR THE ACCURACY OF ANY INFORMATION CONTAINED IN THE MATERIALS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, USABILITY, INTEGRATION OR NON-INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED BY WILEY AND ITS LICENSORS AND WAIVED BY YOU. WILEY shall have the right to terminate this Agreement immediately upon breach of this Agreement by you. You shall indemnify, defend and condition hold harmless WILEY, its Licensors and their respective directors, officers, agents and employees, from and against any actual or threatened claims, demands, causes of action or proceedings arising from any breach of this Agreement by you. IN NO EVENT SHALL WILEY OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, ARISING OUT OF OR IN CONNECTION WITH THE DOWNLOADING, PROVISIONING, VIEWING OR USE OF THE MATERIALS REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, INFRINGEMENT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON LOSS OF PROFITS, DATA, FILES, USE, BUSINESS OPPORTUNITY OR CLAIMS OF THIRD PARTIES), AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the Award same economic effect as the original provision, and any Shares issued under the Plan are not part legality, validity and enforceability of any employment contract (either with the Company or any Affiliates) and remaining provisions of this Agreement shall not be considered affected or impaired thereby. The failure of either party to enforce any term or condition of this Agreement shall not constitute a mandatory benefit, salary for waiver of either party's right to enforce each and every term and condition of this Agreement. No breach under this agreement shall be deemed waived or excused by either party unless such waiver or consent is in writing signed by the party granting such waiver or consent. The waiver by or consent of a party to a breach of any purposes provision of this Agreement shall not operate or be construed as a waiver of or consent to any other or subsequent breach by such other party. This Agreement may not be assigned (including severance compensationby operation of law or otherwise) by you without XXXXX'x prior written consent. These terms and conditions together with CCC's Billing and Payment terms and conditions (which are incorporated herein) form the entire agreement between you and WILEY concerning this licensing transaction and (in the absence of fraud) supersedes all prior agreements and representations of the parties, oral or any other right whatsoeverwritten. This Agreement may not be amended except in writing signed by both parties. This Agreement shall be binding upon and inure to the benefit of the parties' successors, legal representatives, and authorized assigns. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination any conflict between your obligations established by these terms and conditions and those established by CCC's Billing and Payment terms and conditions, these terms and conditions shall prevail. WILEY expressly reserves all rights not specifically granted in the combination of (i) the license details provided by you and accepted in the course of this licensing transaction, (ii) these terms and conditions and (iii) CCC's Billing and Payment terms and conditions. This Agreement will be void if the Type of Use, Format, Circulation, or Requestor Type was misrepresented during the licensing process. This Agreement shall be governed by and construed in accordance with the laws of the Recipient’s employment State of New York, USA, without regards to such state's conflict of law rules. Any legal action, suit or proceeding arising out of or relating to these Terms and Conditions or the breach thereof shall be instituted in a court of competent jurisdiction in New York County in the State of New York in the United States of America and each party hereby consents and submits to the personal jurisdiction of such court, waives any objection to venue in such court and consents to service of process by reason ofregistered or certified mail, but not limited toreturn receipt requested, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification at the last known address of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationssuch party.

Terms and Conditions. Labor Law Acknowledgment and Waiver The following provision supplements provisions supplement Section 12 14 of the Grant Agreement: In By accepting the Awardgrant of RSUs, the Recipient consents to participate in the Plan and Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Recipient Employee understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award RSUs under the Plan to individuals who may be employees of the Company and any or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of its Subsidiaries or Affiliates on an ongoing basis except as provided in the Plan. Consequently, the Recipient Employee understands that the Award is RSUs are granted on the assumption and condition that the Award and any RSUs or the Shares issued under the Plan are acquired upon vesting shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient Employee understands that the Award this grant would not be granted made to the Recipient Employee but for the assumptions and conditions referred to hereinabove; thus, the Recipient Employee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award RSUs shall be null and void. FurtherThe RSUs are a conditional right to Shares and can be forfeited in the case of, or affected by, the vesting Employee's termination of service or employment. This will be the case, for example, even if (1) the Employee is considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of the Award is expressly conditioned on Company, the Recipient’s continued employmentEmployer, such that or any other Subsidiary or Affiliate; or (5) the Employee's employment or service terminates for any other reason whatsoever, except for reasons specified in the Grant Agreement. Consequently, upon termination of the Employee's employment or service for any of the reasons set forth above, the Employee may automatically lose any rights to the unvested RSUs granted to him or her as of the date of the Employee's termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided as described in the Agreement and/or Plan and the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985Grant Agreement. Notifications

Terms and Conditions. Labor Law Acknowledgment Acknowledgment. The following provision supplements Section 12 3.1 (Nature of Grant) of the Agreement: In accepting the AwardOption, the Recipient Participant acknowledges that Participant consents to participate participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient Except as provided in the Agreement or in the Plan, a Termination of Service for any reason (including for the reasons listed below) will automatically result in the forfeiture of any unvested Option; in particular, Participant understands and agrees that, except as provided in the Agreement and the Plan, the Option will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a Termination of Service prior to vesting by reason of, including, but not limited to, resignation, disciplinary dismissal with or without cause, individual or collective layoff with or without cause, material modification of employment under Article 41 of the Worker’s Statute, relocation under Article 40 of the Worker’s Statute, Article 50 of the Worker’s Statute, Article 10.3 of Royal Decree 1382/1985 and unilateral withdrawal by the Employer. Furthermore, Participant understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the Award options under the Plan to individuals who may be employees of the Company and any Affiliates Employees throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any AffiliatesSubsidiary, over and above other than to the specific terms of extent set forth in the PlanAgreement. Consequently, the Recipient Participant understands that the Award Option is granted offered on the assumption and condition that the Award Option and any Shares issued acquired under the Plan are not part of any employment contract (either with the Company or any Affiliates) Subsidiary), and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) ), or any other right whatsoever. In addition, the Recipient Participant understands that the Award this offer would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any or right to the Award Option shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications

Terms and Conditions. Labor Law Acknowledgment Nature of RSUs The following provision supplements Section 12 17 of the Agreement: In accepting the Awardgrant of the RSUs, the Recipient consents to participate in the Plan and Participant acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Recipient Participant understands and agrees that the Company Company, in its sole discretion, has unilaterally, unilaterally and gratuitously and discretionally decided to grant the Award RSUs under the Plan to individuals who may be employees of the Company and any Affiliates or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant RSUs will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Planits Subsidiaries on an ongoing basis. Consequently, the Recipient Participant understands that the Award is RSUs are granted on the assumption and condition that the Award such RSUs and any Shares issued under acquired upon vesting of the Plan are RSUs shall not become a part of any employment contract (either with the Company or any Affiliatesof its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In additionFurther, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all as a condition of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to RSUs, unless otherwise expressly provided for by the Award shall be null and void. FurtherCompany or set forth in the Agreement, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) RSUs will be forfeited cancelled without entitlement to any Shares if the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s Participant terminates employment by reason of, including, but not limited to, : resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causecause (i.e., individual or collective dismissal adjudged or recognized subject to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without causea “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and or under Article 10.3 of the Royal Decree 1382/1985. NotificationsThe Committee, in its sole discretion, shall determine the date when the Participant’s employment has terminated for purposes of the RSUs. The Participant understands that the grant of the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the RSUs shall be null and void. NOTIFICATIONS

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 Upon the occurrence and at any time during the continuance of any one or more of the Agreement: In accepting the Awardevents described in Section 1.06 below (each, a "PUT OPTION EVENT"), the Recipient consents Purchaser or Purchasers designated by the Administrative Agent shall, upon the written request of the Administrative Agent (a "PUT OPTION NOTICE"), (a) purchase pro rata from the Administrative Agent and the Lenders, without recourse and without representation or warranty, express or implied, on a date specified in such Purchase Option Notice which shall be not less than 3 nor more than 10 Business Days following the date of delivery of such Put Option Notice, the Transferred Interests at a price equal to participate the Purchase Price (as defined in Section 1.04 below) and (b) cause a financial institution reasonably acceptable to the L/C Issuer to issue letters of credit to replace or support any outstanding Letters of Credit issued by the L/C Issuer not later than the Purchase Date (as defined below). If the Administrative Agent designates more than one Purchaser to purchase the Transferred Interests, the obligation of the designated Purchasers to accept and pay for such Transferred Interests shall be joint and several. To evidence the sale, transfer and assignment of the Transferred Interests to the designated Purchaser or Purchasers, but not as a condition thereof, as expeditiously as reasonably practical, the designated Purchaser or Purchasers and the Administrative Agent and the Lenders shall execute and deliver an Assignment and Assumption Agreement (the "ASSIGNMENT") in the Plan and acknowledges that he or she has received a copy form of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoeverExhibit B hereto. In addition, the Recipient understands that the Award would but not be granted as a condition to the Recipient but for obligation of each designated Purchaser to pay the assumptions Purchase Price, each Lender shall execute and conditions referred deliver to herein; thusthe Purchasers, as expeditiously as reasonably practical, an endorsement to its Note (each, an "ENDORSEMENT"), without recourse and without representation or warranty, express or implied, in the form of Exhibit C hereto, and such additional assignments of the Loan Documents (together with the Assignment and Endorsements, the Recipient acknowledges and freely accepts that should any "ASSIGNMENT DOCUMENTATION") as are reasonably necessary to assign or all otherwise transfer the Transferred Interests to the Purchasers. The inability, by reason of injunction or tribal, judicial or other governmental action, law or regulation, of the assumptions be mistaken Administrative Agent or should any Lender to sell, transfer or assign the Transferred Interests or to execute and deliver the Assignment or an Endorsement shall not in any way affect, reduce or defer the obligation of each designated Purchaser to pay the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned Purchase Price on the Recipient’s continued employmentPurchase Date. The inability of any Lender to physically present its Note shall not in any way affect, such that upon termination reduce or defer the obligation of employment, each designated Purchaser to pay the Award may cease vesting immediately, effective Purchase Price on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsPurchase Date.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 By submitting this signed Exhibitor / Sponsor Agreement application form, the applicant whose information is completed at paragraph 1 (the “Applicant”) agrees with the International Civil Aviation Organization, headquartered at 000 Xxxxxx-Xxxxxxxx Boulevard, Montreal, Quebec, Canada, H3C 5H7 (“ICAO”), to abide by the Terms and Conditions set out herein. Applicants for exhibition space shall be referred to as “Exhibitors” and sponsorship Applicants shall be referred to as “Sponsors”. ICAO shall be under no obligation whatsoever in connection with any application, until written acknowledgement of ICAO’s acceptance of the Agreement: application form. In accepting the Awardparticular, ICAO shall be under no obligation to accept an application form. For Exhibitors, the Recipient consents to participate exhibition space is guaranteed only upon ICAO’s written acknowledgement and payment by the Exhibitor in accordance with paragraph 6 of this form. The person signing the Plan Acceptance below represents and acknowledges warrants that he or she has received a copy is duly authorized to sign on behalf of the Plan. The Recipient understands Applicant and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may Agreement shall be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted binding on the assumption and condition that Applicant. All payments shall be made to ICAO in US Dollars only. If the Award and any Shares issued under invoice is not paid by the Plan are not part of any employment contract (either due date, ICAO may in its sole discretion, cancel the sponsorship and/or exhibition rental space. All materials shipping to ICAO should be prepaid in full with the Company or any Affiliates) and carrier. COD shipments shall not be considered a mandatory benefitacceptable to ICAO. The rights and obligations of the Applicant under this Agreement shall be non-assignable and non-transferable, salary except with the express written consent of ICAO. Exhibitors and Sponsors shall confine all business, demonstrations, exhibitions, canvassing, and distribution of printed matter or other items exclusively to the assigned booth space. No overflow into the aisles shall be permitted, due to fire and safety regulations. Promotional materials shall not promote military applications or name or make any reference to territories not formally recognised by the United Nations as sovereign states. ICAO makes no representations or warranties with respect to the demographic nature and/or number of exhibitors and/or attendees that will attend the event. ICAO accepts no responsibility or liability for any purposes (including severance compensation) loss, damage or personal injury, arising in connection with this Agreement and the associated event(s). The Exhibitor should therefore make its own insurance arrangements in accordance with its requirements, risks and expectations. The Exhibitor shall indemnify, save and hold harmless ICAO and its employees or agents, from and against any claims, actions, losses, damages, expenses and costs whatsoever arising from the Exhibitor’s acts or omissions. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any immunity from suit or legal process or any privilege, exemption or other right whatsoeverimmunity enjoyed or which may be enjoyed by ICAO, its Officials and staff, under international or national laws. In additionThe Applicant shall ensure compliance with the following: Applicant’s products and services must not go against or perceived to go against ICAO’s 5 strategic objectives or the NCLB (No Country Left Behind) initiative. The Applicant shall be in good financial standing with ICAO with no outstanding debts. The Applicant shall not use the ICAO brand, logo or intellectual property, except with the Recipient understands that express written approval of ICAO. Exhibiting or sponsoring the Award would event will not pose any conflict of interest. The Applicant’s participation may not be granted perceived as being negative to Member States or regions. The Applicant should contribute, provide value and share knowledge with Member States and the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationscivil aviation industry.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 Discretionary Nature of the Agreement: In Plan By accepting the Awardgrant of PSUs, the Recipient Grantee consents to participate participation in the Plan and acknowledges that he or she has received receipt of a copy of the Plan. The Recipient Grantee understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award in its sole discretion granted PSUs under the Plan to individuals who may be employees of the Company and any Affiliates or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Planits Subsidiaries on an ongoing basis. Consequently, the Recipient Grantee understands that the Award is PSUs are granted on the assumption and condition that the Award PSUs and any Shares issued under the Plan are shares of Stock acquired upon settlement of the PSUs shall not become a part of any employment contract (either with the Company or any Affiliatesof its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient Grantee understands that the Award this grant would not be granted made to the Recipient Grantee but for the assumptions and conditions referred to hereinreferenced above; thus, the Recipient Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award PSUs shall be null and void. FurtherForm approved August 2017 P13US-3 The Grantee understands and agrees that, the vesting as a condition of the Award is expressly conditioned on the Recipient’s continued employmentgrant of PSUs, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particularAgreement, the Recipient understands and agrees that any unreleased Awards unvested PSUs as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) Grantee ceases active employment, will be forfeited without entitlement to the underlying Shares shares of Stock or to any amount of indemnification in the event of termination of the RecipientGrantee’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged with the Company or any of its Subsidiaries. The Grantee acknowledges that the Grantee has read and specifically accepts the conditions referred to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification in the Agreement regarding the impact of the terms a termination of employment under Article 41 of on the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsPSUs.

Terms and Conditions. Labor Law Acknowledgment The following This provision supplements Section 12 10 of the Restricted Stock Unit Agreement: In By accepting the AwardRestricted Stock Units, the Recipient consents Grantee acknowledges that he or she understands and agrees to participate participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient Grantee understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award Restricted Stock Units under the Plan to individuals who may be employees or other service providers of the Company and any Affiliates or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliatesof its Subsidiaries on an ongoing basis, over and above other than as expressly set forth in the specific terms of the PlanAgreement. Consequently, the Recipient Grantee understands that the Award any grant is granted given on the assumption and condition that the Award and any Shares issued under the Plan are it shall not become a part of any employment or service contract (either with the Company Company, the Employer or any Affiliatesother Parent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, Grantee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Restricted Stock Units and Shares is unknown and unpredictable. In addition, the Recipient Grantee understands that the Award this grant would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient Grantee understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any right to the Award Restricted Stock Units shall be null and void. FurtherGrantee understands and agrees that, as a condition of the grant of the Restricted Stock Units, the vesting termination of Grantee’s Continuous Status as an Employee, Director or Consultant for any reason except by reason of Retirement or death (but including the reasons listed below) will automatically result in the loss of the Award is expressly conditioned on Restricted Stock Units to the Recipient’s continued employment, such that upon termination extent the Restricted Stock Units have not vested as of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan)Grantee is no longer actively employed. In particular, unless otherwise set forth in the Recipient Agreement, Grantee understands and agrees that any unreleased Awards unvested Restricted Stock Units as of the date the Recipient Grantee is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of a termination of the RecipientGrantee’s employment Continuous Status as an Employee, Director or Consultant by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood cause (i.e., subject to a “despido improcedente”), individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsGrantee acknowledges that he or she has read and specifically accepts the conditions referred to in Sections 2, 3 4 and 10 of the Restricted Stock Unit Agreement.

Terms and Conditions. Labor Law Acknowledgment The Thank you for your interest in exhibiting at the Florida Chapter, American College of Surgeons (FCACS) 2021 Annual Meeting (“Organization”). All exhibitors agree to the following provision supplements Section 12 information, guidelines, and regulations for purposes of exhibiting at our meeting, superseding all prior discussions. This may be supplemented by additional rules included in the exhibitor prospectus as well as any other information or updates provided by the Organization. Exhibit Hall Hours – All exhibitors must commit to having their exhibits displayed and staffed during the posted exhibit hours. Please do not set-up late or tear-down early. You agree to pay a $500 fee should the exhibit space get broken down before official tear-down hours. Exhibit Booth/Sponsorship Cancellations and No-Shows – Once the application has been received, cancellation must be submitted to the Organization, in writing, no later than forty-five (45 days) prior to the meeting. Upon receipt of a timely cancellation notice, a full refund minus a $500 processing fee will be returned. If no cancellation notice in writing is received, no refund will be made. There are no refunds for no-shows or those cancelling within the forty-five (45) days. Cancellation and Postponement of the Agreement: FCACS 2021 Meeting – In accepting the Awardevent that the FCACS Annual Meeting is postponed due to any occurrence not occasioned by the conduct of the FCCS or the exhibitor, whether such occurrence be an act of God; the common enemy; the result of terrorism, war, riot, civil commotion, sovereign conduct; widespread dissemination of an infectious disease; curtailment of transportation facilities; or the act or conduct of any third party (individually and collectively referred to as the “Occurrence”), then the performance of the parties of their respective meeting obligations shall be excused for such period of time as is reasonably necessary after the Occurrence to remedy the effects thereof. If the Occurrence results in cancellation of the FCACS Annual Meeting, the Recipient consents obligations of the parties under applicable agreements shall automatically be terminated and all booth payments shall be refunded to participate the Exhibitor, less any pro rata adjustments based on non-reimbursable direct and/or indirect event costs or financial obligations incurred by the FCACS through the date of exhibitors’ notification of event termination or cancellation or through the completion of event termination or cancellation processes, whichever is later. Space Assignment – Space will be assigned according to the order in which applications and full payments are received. No space can be assigned without full payment. Organization will confirm the receipt of money/contract along with a space assignment. Organization reserves the right to re-arrange the floor plan at any time prior to the conference even if a location has already been confirmed. It also reserves the right to reject, at its discretion, any application to exhibit. Organization will make every effort to separate direct competitors. Exhibit materials are confined to the exhibit area. Exhibitor Badges and Registration – Booth size determines the number of badges afforded to exhibitor. Representatives without badges will not be permitted in the Plan exhibit hall. Exhibitor may pick-up name badges at the registration desk onsite. Display Requirements and acknowledges that he Restrictions – The Organization retains the right to deny the exhibition of inappropriate items and products. Please contact the Exhibit Coordinator with any questions. Drugs, chemicals, or she has received a copy other therapeutic agents listed in AMA’s New and Non-Official Remedies, National Formulary or U.S. Pharmacopeia, may be displayed. Proprietary drugs mixtures and special formulas may be displayed if documentary evidence of their acceptance by ethical medical organizations is on file with the Exhibit Coordinator. New, unlisted and/or initial display items must be submitted for clearance prior to opening of the Planconvention. Clinical and laboratory tests and evaluation on such items must be submitted at least three months prior to opening date of the convention. The Recipient understands same restrictions apply to books, advertisements in medical journals or other publications on display and agrees that to all promotional literature. Electrical Requirements – Machines and apparatus operated by electricity must not disrupt or annoy other exhibitors. Electrical arrangements must be made through the Company has unilaterallyhotel, gratuitously subject to their prices and discretionally decided to grant the Award under the Plan to individuals who may be employees conditions. Prohibited Conduct - The rights and privileges of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and an exhibitor shall not be considered a mandatory benefitinfringed upon by any other exhibitor. No signs or other articles shall be posted, salary for nailed, or otherwise attached to any purposes (including severance compensation) of the pillars, walls, doors, etc. in such manner as to deface or destroy them. No attachments shall be made to the floors by nails, screws, or any other device. Exhibitor is responsible for damage to property. Organization reserves the right whatsoeverto restrict exhibits that may be objectionable, or to order the removal of any portion of an exhibit which in the judgment of Organization is detrimental to or detracts from the general order of the exhibits. This applies to persons advertising, soliciting or anything of a similar nature. Live Demonstration - The use of models, biological tissues, or animals is strictly prohibited unless approved in advance. Florida Chapter, American College of Surgeons 2021 Annual Meeting 7 FLORIDA CHAPTER, AMERICAN COLLEGE OF SURGEONS - TERMS AND CONDITIONS Unauthorized Canvassing and Distribution of Advertising Matter - Solicitation of outside business or conferences in the interest of business except by exhibiting firms is prohibited. Exhibitors are urged to report to the Exhibit Coordinator any violations of this rule. Canvassing by exhibitors outside of their booths is also forbidden. Circulars or advertising matter of any description shall not be distributed except from the exhibitor’s booth or by specific permission of Organization. Photography - Organization may contract an official meeting photographer to photograph or video all aspects of the meeting. Photography or video may occur in the exhibit hall, limited to attendee activity. Exhibitor agrees to allow reasonable request from Organization or the official meeting photographer to take pictures outside the exhibitor’s booth. Subletting of Space - No subletting of space will be permitted. Only one company may exhibit per booth. Each company represented in the exhibit hall must sign the exhibit application. Any person or company subletting a space, as well as the person or company purchasing the space, will be subject to eviction from the exhibit hall. No refund will be made to a company subletting its space. Security - Exhibitors are strongly urged to secure all valuables nightly or take them to their hotel’s rooms. Organization, the hotel, and Compass Management & Consulting, Inc. will not be responsible for lost or stolen items. Certificate of Insurance and Liability - The property hosting the conference will take all reasonable precautions against damage or loss by fire, water, storm, theft, strike or any other emergencies of that character but does not guarantee or insure the exhibitor against loss by reason thereof. Organization will not guarantee exhibitors against loss of any kind. Reasonable care should be exercised by the Exhibitor to protect all exhibits. Exhibitors must provide Organization with a certificate of insurance no later than seven (7) days prior to the meeting. Exhibitor assumes entire responsibility and hereby agrees to protect, indemnify, and defend Organization, Compass Management & Consulting, Inc., the affiliates, officers, directors, agents, employees and partners of each, (“Indemnified Parties”) harmless against all claims, losses and damages, including negligence, to persons or property, governmental charges or fines and attorney’s fees arising out of or caused by exhibitor’s installation, removal, maintenance, occupancy or use of the exhibit premises or a part thereof. In addition, the Recipient understands Exhibitor acknowledges that the Award would Indemnified Parties do not be granted to maintain insurance covering Exhibitor’s property and that it is the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all sole responsibility of the assumptions be mistaken or should exhibitor to obtain business interruption, property damage and comprehensive general liability insurance. Exhibitors are urged to take out a portal- to-portal rider available at a nominal cost on their own insurance policy, protecting them against lost through theft, fire damage, etc. Disclaimer - Organization neither warrants nor endorses any of the conditions not be met products or services advertised. You agree to indemnify, defend, and hold harmless organization for any reasonand all costs, then including reasonable attorney fees, associated with any claim based on your product. Attendance. Organization may estimate the grant number of attendees anticipated at the conference; however, such estimate does not intend to guarantee a number of conference attendees. Payment – Application will be confirmed with the submission of an application and full payment. Any company that submits an application to exhibit but is not paid in full by four weeks prior to the meeting, will be required to place a credit card on file with the Organization in order to receive an exhibit assignment. Check payments will be due by the beginning of the Award and any right to meeting. If payment is not received by the Award shall be null and void. Furtherbeginning of the meeting, the vesting credit card on file will be charged. Cooperation - Organization requests the full cooperation of the Award is expressly conditioned on the Recipient’s continued employmentexhibitor in their observances. Please be sure that your promotional department, such that upon termination of employmentexhibitor appointed contractor, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided and anyone else involved in the Agreement and/or the Plan)arrangements for your exhibit has a copy of these guidelines. In particularFlorida Chapter, the Recipient understands and agrees that any unreleased Awards as American College of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount Surgeons 2021 Annual Meeting 8 Florida Chapter, American College of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsSurgeons

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 terms apply only to nationals of the AgreementPeople’s Republic of China (the “PRC”) residing in the PRC, unless otherwise determined by the Company: In accepting Immediate Sale Restriction. Due to exchange control laws in the AwardPRC, the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient Grantee understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition require that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, acquired upon the vesting of the Award is expressly conditioned on RSUs be immediately sold. If the Recipient’s continued employmentCompany, such that in its discretion, does not exercise its right to require the automatic sale of Shares issuable upon termination vesting of employmentthe RSUs, as described in the preceding sentence, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient Grantee understands and agrees that any unreleased Awards such Shares must be sold no later than the six-month anniversary of the date when the Grantee is no longer employed by the Company, or within any other such time frame as may be permitted by the Company or required by the PRC State Administration of Foreign Exchange. The Grantee understands that any Shares that have not been sold within six months of the Grantee’s termination of employment relationship will be automatically sold by the Designated Broker at the Company’s direction, pursuant to this authorization by the Grantee. The Grantee agrees that the Company is authorized to instruct the Designated Broker to assist with the mandatory sale of such Shares (on the Grantee’s behalf pursuant to this authorization), and the Grantee expressly authorizes the Designated Broker to complete the sale of such Shares. The Grantee also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Designated Broker) to effectuate the sale of the Shares (including, without limitation, as to the transfers of the proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters, provided that the Grantee shall not be permitted to exercise any influence over how, when or whether the sales occur. The Grantee acknowledges that the Designated Broker is under no obligation to arrange for the sale of the Shares at any particular price. Due to fluctuations in the price of the Common Stock and/or applicable exchange rates between the RSU vesting date and (if later) the date on which the Shares are sold, the amount of proceeds ultimately distributed to the Grantee may be more or less than the market value of the Shares on the RSU vesting date (which is the amount relevant to determining the Grantee’s Tax-Related Items liability). The Grantee understands and agrees that the Company is not responsible for the amount of any loss the Grantee may incur and that the Company assumes no liability for any fluctuations in the price of the Common Stock and/or any applicable exchange rate. The Grantee acknowledges that the Grantee is not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Recipient is no longer actively employed Agreement. Upon the sale of the Shares, the Company agrees to pay the cash proceeds from the sale (less any applicable Tax-Related Items, brokerage fees or in service (unless otherwise specifically provided in the Agreement and/or the Plancommissions) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification Grantee in the event of termination of the Recipient’s employment by reason ofaccordance with applicable exchange control laws and regulations including, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment restrictions set forth in this Appendix for China below under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications“Exchange Control Restrictions.”

Terms and Conditions. Labor Law Acknowledgment The following Acknowledgment. This provision supplements Section 12 5.4 of the Agreement: In accepting the AwardOption, the Recipient consents to participate in the Plan and Optionee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Recipient Optionee understands and agrees that, as a condition of the grant of the Option, the Optionee’s termination of employment or service for any reason (including for the reasons listed below) will automatically result in the forfeiture and loss of that portion of the Option that may have been granted to the Optionee and that was not vested on the date of termination of the Optionee’s employment or service. In particular, unless otherwise provided in the Agreement, the Optionee understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees unvested portion of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) Option will be forfeited cancelled without entitlement to the underlying Shares or to any amount of as indemnification in if the event of termination of the Recipient’s Optionee terminates employment or service by reason of, including, but not limited to: resignation, resignationdeath, disability, retirement, disciplinary dismissal adjudged to be with causeCause, disciplinary dismissal adjudged or recognized to be without causeCause, individual or collective dismissal layoff on objective grounds, whether adjudged to be with Cause or adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without causeCause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer Service Recipients, and under Article 10.3 of the Royal Decree 1382/1985. NotificationsFurthermore, the Optionee understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Options under the Plan to individuals who may be employees of the Company or its Subsidiaries and Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or a Subsidiary or Affiliate on an ongoing basis. Consequently, the Optionee understands that the Option is granted on the assumption and condition that the Option and the Shares issued upon exercise of the Option shall not become a part of any employment contract (either with the Company or a Service Recipient) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Optionee understands that the grant of the Option would not be made to the Optionee but for the assumptions and conditions referred to above; thus, the Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Options shall be null and void.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 Unless otherwise set forth in a written agreement between the parties hereto (each a “party” and collectively the “parties”), no terms and conditions, other than the terms and conditions set forth in this Invoice Terms and Conditions of Sale (including any terms and conditions included on any document attached to or incorporated by reference to each invoice (collectively the Agreement: In accepting “Terms of Sale”) provided by DAC International Inc. (the Award“Seller”)), the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may shall be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted binding on the assumption “Seller and condition that the Award customer ( the “Buyer”). These terms constitute an offer by the Seller to sell the Products in accordance with the terms and any Shares issued under conditions contained herein. Therefore, acceptance by the Plan are not part Seller of any employment contract order placed by a Buyer (either with the Company or any Affiliatese.g., a “Sales Order”) for goods and shall not be considered a mandatory benefit, salary for any purposes (services; including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignationDAC’s Spare Parts, retirementRepair and Overhaul Services, disciplinary dismissal adjudged Ground Support Equipment, and Technical Field Support (collectively the “Products”), is expressly made conditional upon the Buyer’s agreement to the Seller’s terms and conditions contained herein. Terms and conditions contained in any purchase order or any other documents of the Buyer which differ from or are in addition to the terms and conditions of the Terms of Sale shall not be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal binding on objective groundsthe Seller, whether adjudged or recognized to be with or without cause, material modification of not they would materially alter the terms of employment under Article 41 this Invoice and Seller hereby objects to all of these terms. Notwithstanding anything herein to the contrary, if a written contract is signed by both parties covering the sale of the Workers’ StatuteProducts in a Sales Order, relocation under Article 40 the terms and conditions of said contract shall govern. Buyer will be deemed to have assented to all terms and conditions herein if any of the Workers’ StatuteProducts shipped under the Seller’s invoice are accepted, Article 50 unless Xxxxx thereafter promptly objects thereto in writing. If for any Sales Order of Products, a Buyer requires additional assurances of the Workers’ StatuteSeller’s performance or should any other terms and conditions, unilateral withdrawal including those set forth in the Buyer’s purchase order or other ordering documentation, be requested, the Seller will review such request(s) on a case-by-case basis, and any additional terms approved in writing by the Employer and under Article 10.3 an authorized signatory of the Royal Decree 1382/1985. NotificationsSeller shall apply.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements terms, conditions, and restrictions applicable to this Award are specified in the Plan and this Award Agreement, including Exhibit A - Award Rules and Exhibit B - Section 12 280G Rules, and summarized in the Plan prospectus and any applicable prospectus supplement (together, the “Prospectus”). The terms, conditions and restrictions in the Plan include, but are not limited to, provisions relating to amendment, vesting, cancellation, and settlement, all of which are hereby incorporated by reference into this Award Agreement to the Agreement: In extent not otherwise set forth herein. By accepting the Award, the Recipient consents to participate in Participant acknowledges receipt of the Plan Prospectus and acknowledges that he or she has received a copy read and understands the Prospectus. The Prospectus summarizes the material provisions of the Plan. The Recipient understands summary in the Prospectus is not complete and agrees that is qualified in its entirety by reference to the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms provisions of the Plan. ConsequentlyYou should consult the Plan and the terms of this Award Agreement for more complete information about this Award. The Plan and Award Agreement, in that order, shall govern any inconsistency between the Recipient Prospectus on the one hand, and the Plan and the Award Agreement on the other. The Participant understands that this Award and all other incentive awards are entirely discretionary and that no right to receive an award exists absent a prior written agreement with the Company to the contrary. The Participant also understands that the value that may be realized, if any, from this Award is granted on contingent, and depends on, the assumption future market price of the Shares, among other factors. The Participant further confirms the Participant’s understanding that this Award is intended to promote employee retention and condition stock ownership and to align employees’ interests with those of shareholders, is subject to vesting conditions and will be cancelled if the vesting conditions are not satisfied. Thus, the Participant understands that (a) any monetary value assigned to this Award in any communication regarding this Award is contingent, hypothetical, or for illustrative purposes only, and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to the Participant; (b) receipt of this Award or any incentive award in the past is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and that absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time; (c) vesting may be subject to confirmation and final determination by the Committee that the vesting conditions have been satisfied; and (d) Award and any Shares issued under the Plan are not part shall be subject to lock-up restrictions as described in Section 16 of any employment contract (either with this Award Agreement. The Participant shall have no rights as a stockholder of the Company or with respect to any Affiliates) shares covered by this Award unless and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the until this Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided vested and settled in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsShares.

Terms and Conditions. Labor Law Acknowledgment This contract only covers advertising space relating to the regular retail busi- ness owned by the Advertiser. It cannot be used directly or indirectly to cover the advertising of any product of which Advertiser may be a distributor; nor does it apply to any advertising classifed as national advertising by Leesburg Newspapers, Inc. The following provision supplements Section 12 space contracted will not be sublet to others, nor used for other purposes than therein named. The Publisher reserves the right to reject or modify any copy offered if deemed by him libelous or otherwise objectionable for any reason or if payment of the Agreementaccount is overdue. The rate herein named is given in express consideration of the obligation on the part of Advertiser to use such amount of advertising space and pay therefore. The Publisher reserves the right, upon 30 days notice, to change the rate herein listed: In accepting Advertiser reserves the Awardright to accept such changes, or in the event of a rate increase, to cancel said contract without rate adjustment provided cancellation is delivered in writing to Publisher within a 30 day notice period. The cancellation will be effective on the first day new rates go into effect. Continuation of advertising after the new rates go into effect will constitute acceptance of them under all other terms of this contract. Should circumstances prevent either party from full performance of this con- tract, the Recipient consents to participate rate will be adjusted in accordance with the rate schedule printed in the Plan current rate card. The Publisher shall not be liable for any error in or any omission of any adver- tisement published or ordered to be published hereunder unless a proof of such advertisement is requested in writing by advertiser and returned to Publisher's office with such error or correction plainly noted in writing thereon or Publisher is notified in writing of the omission of the advertisement ordered. In either case, if any error or omission as noted is not corrected by the Publisher, its liability, if any, shall not exceed (1) in the case of error, such a portion of the entire cost of the advertisement as the space occupied by the noted error to the whole space occu- pied by such advertisement or (2) in the case of omission, rescheduling of the advertisement to run at advertiser's cost and under no circumstances shall Publisher be liable for any general, special or consequential damages whatsoever. All advertising shall be prepaid unless charge accomodations have been established beforehand with Leesburg Newspapers, Inc. Credit Department. Payment in full for Advertisers having charge accommodations is due and payable by the 15th of the month following publication. A delinquent charge of 1 1/2%, 18% per annum, will be applied to all accounts not paid by the 25th of the month fol- lowing billing. In the event of war, flood, fire, strike or other emergency beyond the control of either party, this contract may be suspended to cover such emergency and neither the Publisher nor the Advertiser will be held Iiable for damages. Claims for adjustment of any error must be made no later than 30 days after publication date upon which said error occurred. Position of an advertisement is not guaranteed. The Publisher will attempt to accommodate position requests when possible, but will make no adjustment if and when the position request is not fulfilled. A composition charge will be levied for changes made after deadlines. Cancellation of advertising cannot be accepted under any circumstances past the published deadlines. This contract is subject to acceptance by the Publisher. The person signing below or on behalf of the legal entity contracting with Leesburg Newspapers, Inc. warrants and represents for the purpose of contracting with Leesburg Newspapers, Inc. that the complete and proper legal name of the Leesburg Newspapers, Inc. now in effect applicable to the advertising designated below. This agreement is subject to the conditions and rates set forth in the current advertising rate card. Any Advertiser who by reason of using larger space than called for by the con- tract and who qualifies for a lower rate under the schedule in effect may apply for and shall be entitled to the earned rebate. Application for rebate, in writing, must be made within 30 days after expiration of this contract. Rebates will be given in the form of a credit towards future advertising to be used in the following 60 days. It is a condition precedent to an Advertisers right to receive a rebate due against amounts owed to this by the Advertiser. Any Advertiser failing to use the minimum space contracted for herewith for the period specified will pay Leesburg Newspapers, Inc. the difference between the rate granted and the rate that should have applied during the term of this agreement. Classified line contracts will automatically renew on the same terms and con- ditions in 30 day periods at the fulfillment of the currently contracted period, unless and until the publisher is notiffied of the cancellation. Description of Agreement Start Date: End Date: Retail ❑ Classified ❑ National ❑ Option: Space: Frequency: Advertiser Executed this day of Advertiser: Address: legal entity contracting is as stated above: that all fictitious names used or to be used by the legal entity contracting are all stated above: the legal entity contract- ing has complete and lawful capacity to contract: and the undersigned individual City Zip Code has complete lawful authority to contract on behalf of the above legal entity. For value received the undersigned absolutely guarantees and agrees to be personally liable to Leesburg Newspapers, Inc. Publishing Company, for all sums and obligations due as a result of this contract and/or any additional advertise- ments for the above corporation, partnership or individual. Leesburg Newspapers, Inc. shall have the privilege, without notice, of granting such renewals and exten- sions as it may deem proper without discharge of the guarantor or this guarantee. If more than one person executes this contract on behalf of the Advertiser, their liabilities arising therefrom shall be joint and several. The undersigned waives notice of protest with respect to the indebtedness. It shall not be necessary to enforce this agreement against the original corpo- ration, partnership, individuaI or any other joint guarantor before enforcing the guarantee against any one of the undersigned agents of the Advertiser. Telephone: ( ) Nature of Business: By (print name): X SIGNATURE OF AUTHORIZED AGENT TITLE In the event that any obligations, as a result of this agreement with Leesburg Newspapers, Inc. are placed in the hands of a third party service or attorney or col- lection, the makers also promise and agree to pay in like lawful currency, all costs and charges, including reasonable attorney's fees that may arise from that action. SOUTH LAKE PRESS, ACCOUNT EXECUTIVE DATE The undersigned Advertiser and Leesburg Newspapers, Inc. hereby mutually agree, as follows: The Advertiser will purchase advertising from Leesburg Newspapers, Inc. The commencement date, term of agreement, type of advertising and the option, space SOUTH LAKE PRESS, CREDIT MANAGER DATE and/or frequency commitment of the Advertiser are indicated below. The Advertiser acknowledges that he or she has received receipt of a copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason advertising rate card of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 Unless otherwise set forth in a written agreement between the parties hereto (each a “party” and collectively the “parties”), no terms and conditions, other than the terms and conditions set forth in this Invoice Terms and Conditions of Sale (including any terms and conditions included on any document attached to or incorporated by reference to each invoice (collectively the Agreement: In accepting “Terms of Sale”) provided by Texas Aerospace Technologies, LLC. (the Award“Seller”)), the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may shall be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted binding on the assumption “Seller and condition that the Award customer ( the “Buyer”). These terms constitute an offer by the Seller to sell the Products in accordance with the terms and any Shares issued under conditions contained herein. Therefore, acceptance by the Plan are not part Seller of any employment contract order placed by a Buyer (either with the Company or any Affiliatese.g., a “Sales Order”) for goods and shall not be considered a mandatory benefit, salary for any purposes (services; including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignationTexas Aerospace Technologies Spare Parts, retirementRepair and Overhaul Services, disciplinary dismissal adjudged Ground Support Equipment, and Technical Field Support (collectively the “Products”), is expressly made conditional upon the Buyer’s agreement to the Seller’s terms and conditions contained herein. Terms and conditions contained in any purchase order or any other documents of the Buyer which differ from or are in addition to the terms and conditions of the Terms of Sale shall not be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal binding on objective groundsthe Seller, whether adjudged or recognized to be with or without cause, material modification of not they would materially alter the terms of employment under Article 41 this Invoice and Seller hereby objects to all of these terms. Notwithstanding anything herein to the contrary, if a written contract is signed by both parties covering the sale of the Workers’ StatuteProducts in a Sales Order, relocation under Article 40 the terms and conditions of said contract shall govern. Buyer will be deemed to have assented to all terms and conditions herein if any of the Workers’ StatuteProducts shipped under the Seller’s invoice are accepted, Article 50 unless Buyer thereafter promptly objects thereto in writing. If for any Sales Order of Products, a Buyer requires additional assurances of the Workers’ StatuteSeller’s performance or should any other terms and conditions, unilateral withdrawal including those set forth in the Buyer’s purchase order or other ordering documentation, be requested, the Seller will review such request(s) on a case by the Employer case basis, and under Article 10.3 any additional terms approved in writing by an authorized signatory of the Royal Decree 1382/1985. NotificationsSeller shall apply.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 10 of the Agreement: In accepting the AwardOption, the Recipient optionee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient optionee understands and agrees that the Company KO has unilaterally, gratuitously and discretionally decided to grant the Award Option under the Plan to individuals who may be employees of the Company KO and any Affiliates Related Companies throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company KO or any Affiliates, over and above the specific terms of the PlanRelated Companies. Consequently, the Recipient optionee understands that the Award Option is granted on the assumption and condition that the Award Option and any Shares shares of KO Common Stock issued under upon exercise of the Plan Option are not part of any employment contract (either with the Company KO or any AffiliatesRelated Companies) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient optionee understands that the Award Option would not be granted to the Recipient optionee but for the assumptions and conditions referred to herein; thus, the Recipient optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award Option and any right to the Award Option shall be null and void. Further, the vesting of the Award Option is expressly conditioned on the Recipientoptionee’s continued employment, such that upon termination of employment, the Award Option may cease vesting immediately, effective on the date of the Recipientoptionee’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient optionee understands and agrees that any unreleased Awards non-vested Options as of the date the Recipient optionee is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares shares of KO Common Stock or to any amount of indemnification in the event of termination of the Recipientoptionee’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications.

Terms and Conditions. Labor Law Acknowledgment Acknowledgment. The following provision supplements Section 12 Paragraph 9 of the Agreement: In By accepting the AwardShare Option, the Recipient Optionee acknowledges that the Optionee consents to participate participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient Version: June 2020 18 A termination of service for any reason (including for the reasons listed below) will automatically result in the forfeiture of any unvested Share Option; in particular, the Optionee understands and agrees that the Option will be forfeited without entitlement to the underlying Ordinary Shares or to any amount as indemnification in the event of a termination of service prior to vesting by reason of, including, but not limited to, resignation, disciplinary dismissal with or without cause, or individual or collective layoff with or without cause. Furthermore, the Optionee understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the Award Share Options under the Plan to individuals who may be employees of Consultants to the Company and or any Affiliates of its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any AffiliatesSubsidiary, over and above other than to the specific terms of extent set forth in the PlanAgreement. Consequently, the Recipient Optionee understands that the Award Share Option is granted offered on the assumption and condition that the Award Share Option and any Ordinary Shares issued acquired under the Plan are not part of any employment service contract (either with the Company or any Affiliates) Subsidiary), and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) ), or any other right whatsoever. In addition, the Recipient Optionee understands that the Award this offer would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient Optionee acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any or right to the Award Share Option shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications.

Terms and Conditions. Labor Law Acknowledgment This sale is subject to, and Seller’s acceptance is conditioned upon, Buyer’s assent to the terms and conditions stated herein and on the face hereof, which are in lieu of and replace any and all terms and conditions set forth in any documents issued by Buyer, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY BUYER AT ANY TIME ARE HEREBY OBJECTED TO BY SELLER, AND ANY SUCH DOCUMENT SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON SELLER. No remedy set forth herein shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. The following prevailing party or parties to any litigation or other proceedings arising out of this Agreement shall be entitled to recover its reasonable costs and attorneys’ fees from the other party or parties. If it is determined by a court of competent jurisdiction as part of a final nonappealable ruling, government action or binding arbitration that any provision supplements Section 12 of this Agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the state intention of the Agreement: In accepting parties, while the Award, remainder of this Agreement shall remain in full force and effect and bind the Recipient consents parties according to participate its terms. All section headings herein are for convenience only and are in the Plan and acknowledges that he no way to be construed as part of this Agreement or she has received as a copy limitation or expansion of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees scope of the Company particular sections to which they refer. No modification of, or amendment to, this Agreement (including any implied waiver) shall be effective unless in writing signed by all parties hereto. This Agreement sets forth the entire agreement and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms understanding of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either parties with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted respect to the Recipient but for the assumptions subject matter hereof and conditions referred to herein; thusmerges all prior or contemporaneous agreements and understandings (whether written, the Recipient acknowledges and freely accepts that should any verbal or all implied) of the assumptions be mistaken or should parties with respect thereto. Please have a duly authorized Buyer representative sign below and fax the signed Agreement to Xxxx Xxxxxxxx at 000-000-0000, if you have any questions please contact Xxxx Xxxxxxxx at 208-368- 3750 and send the original to the attention of the conditions not be met for any reasonundersigned at 0000 X. Xxxxxxx Xxx, then the grant of the Award and any right to the Award shall be null and void. FurtherXxxxx, the vesting of the Award is expressly conditioned on the Recipient’s continued employmentXxxxx, such that upon termination of employment00000, the Award may cease vesting immediatelyMail Stop 902, effective on the date of the Recipient’s termination of employment within ten (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as 10) days of the date the Recipient is no longer actively employed or in service first set forth above. Sincerely, Micron Semiconductor Israel Ltd. (unless otherwise specifically provided in the Agreement and/or the Plan"Seller") will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsBy: Name: Title: ACKNOWLEDGED AND AGREED: XXXXXXXXXXXX Inc. ("Buyer") By: Name: Title:

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 of the Agreement: In accepting the AwardI hereby understand, the Recipient consents to participate in the Plan acknowledge and acknowledges agree that he or she has received a copy of the Plan. The Recipient understands once I have entered this fun run, my entry fees are non-refundable, under any and agrees that the Company has unilaterallyall circumstances, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason ofincluding, but not limited to, resignationcancellation of the event or of your participation, retirementor change in the date, disciplinary dismissal adjudged nature, or format of the event. I hereby understand, acknowledge and agree that an event may be cancelled or changed due to severe weather or other factors that threaten the safety of participants, staff, or volunteers. I further understand, acknowledge and agree that cancellation or change of the date, nature, or format of an event may be with causemandated by governmental officials or otherwise be at the discretion of PSJC. I hereby understand, disciplinary dismissal adjudged or recognized acknowledge and agree that all 'PSJC’ races are capped. Price and entry is subject to be without causeavailability. I further understand, individual or collective dismissal adjudged or recognized acknowledge and agree that 'PSJC’ reserves the right to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be change the price of any race in its sole discretion with or without causenotice. I hereby understand, material modification acknowledge and agree that 'PSJC’ reserves the right to reject any entry and to disqualify and bar any individual from any event for any reason. This rejection/disqualification may be based on, but is not limited to: violation of any rule set forth by 'PSJC’, the New York City Parks Department, any New York City agency, or any other governing body; unsportsmanlike conduct; and providing false information on the race entry form. PUBLICITY RELEASE: I hereby grant to 'PSJC’ the irrevocable and assignable right to depict in perpetuity, worldwide, and in any and all media now or hereafter known, my likeness, image, name, words, voice, and/or biographical information of me participating in the event (collectively "Images") in photographic works, motion pictures, video recordings and/or other works, and I agree that such Images may be used by 'PSJC’ for any purpose without compensation. G UARDIAN’S PERMISSION AND RELEASE FOR MINOR: If I am or will be applying for my child to participate in, or be a volunteer at, the Event, I represent and warrant that I am the parent or legal guardian of the child and, as such, consent to my child’s participation in the Event and I agree that their whereabouts and the terms of employment under Article 41 this Agreement apply equally to my child and me and any claims I or my child may have in connection with the Event. I also waive any derivative claims that relate to or arise out of my child’s participation in the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsEvent.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 terms, conditions, and restrictions of the Agreement: In accepting Award are set forth below. Certain of these provisions, along with other important information, are summarized in the Citigroup Deferred Stock Award prospectus dated May 17, 2011, and any applicable prospectus supplement (together, the "Prospectus"). The terms, conditions, and restrictions of the Award include, but are not limited to, provisions relating to amendment, vesting, and cancellation of the Award, restrictions on the Recipient consents to participate in the Plan transfer of Awards, and additional restrictions as further described below. By accepting an Award, Participant acknowledges that he or she has received a copy of read and understands the PlanProspectus and the terms and conditions set forth in this Appendix. The Recipient Participant understands that this Award and agrees that all other incentive awards granted by the Company has unilaterallyare entirely discretionary and that no right to receive the Award, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliatesincentive award, over and above exists absent a prior written agreement to the specific terms of the Plancontrary. Consequently, the Recipient Participant understands that the value that may be realized from an Award, if any, is contingent and depends on the future market price of Citigroup stock, among other factors, and that because equity awards are discretionary and intended to promote employee retention and stock ownership and to align employees' interests with those of stockholders, equity awards are subject to vesting conditions and will be canceled if such conditions are not satisfied. Any monetary value assigned to an Award in any communication regarding the Award is granted on contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the assumption and condition Company to deliver, directly or indirectly, any certain or determinable cash value to Participant. Receipt of an Award covered by this Agreement, or any other incentive award, is neither an indication nor a guarantee that the Award and any Shares issued under the Plan are not part an incentive award of any employment contract (either with type or amount will be made in the future, and absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion. Any actual, anticipated, or any Affiliates) estimated financial benefit to Participant from an Award is not and shall not be considered deemed to be a mandatory benefit, normal or an integral part of Participant's regular or expected salary or compensation from employment for any purposes (including severance compensation) or any other right whatsoever. In additionpurposes, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason ofincluding, but not limited to, calculating any statutory, common law or other employment-related payment to Participant, including any severance, resignation, retirementtermination, disciplinary dismissal adjudged to redundancy, end-of-service, bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements, and in no event should be with causeconsidered as compensation for, disciplinary dismissal adjudged or recognized to be without causerelating in any way to, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of past services for the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsCompany.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 11 of the Agreement: In accepting the AwardOption, the Recipient optionee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient optionee understands and agrees that the Company KO has unilaterally, gratuitously and discretionally decided to grant the Award Option under the Plan to individuals who may be employees of the Company KO and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company KO or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient optionee understands that the Award Option is granted on the assumption and condition that the Award Option and any Shares shares of KO Stock issued under upon exercise of the Plan Option are not part of any employment contract (either with the Company KO or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient optionee understands that the Award Option would not be granted to the Recipient optionee but for the assumptions and conditions referred to herein; thus, the Recipient optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award Option and any right to the Award Option shall be null and void. EXHIBIT 10.2 Further, the vesting of the Award Option is expressly conditioned on the Recipientoptionee’s continued employment, such that upon termination of employment, the Award Option may cease vesting immediately, effective on the date of the Recipientoptionee’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient optionee understands and agrees that any unreleased Awards non-vested Options as of the date the Recipient optionee is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares shares of KO Stock or to any amount of indemnification in the event of termination of the Recipientoptionee’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notifications

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 This Contract consists of the Agreement: In accepting Contract Documents and Contractor and City agree to comply with and fulfill all obligations, promises, covenants and conditions imposed upon each of them in the AwardContract Documents. All of said work done under this Contract shall be performed to the satisfaction of the City Council, or its representative, who shall have the right to reject any and all materials and supplies furnished by Contractor which do not strictly comply with said Contract Documents, together with the right to require Contractor to replace any and all work furnished by Contractor which shall not either in workmanship or material be in strict accordance with the Contract Documents. Contractor agrees to receive and accept the prices set forth in the Contract as full compensation for furnishing all materials and for doing all the work contemplated and embraced in this Contract, also for all loss or damage arising out of the nature of the work aforesaid, or from the action of the elements or from any foreseen difficulties or obstructions which may arise or be encountered in the prosecution of the work until its acceptance by the City and for all risks of every description, connected with the work; also for all discontinuance of work, and for well and faithfully completing the work, and the whole thereof, in the manner and according to the Contract Documents. By my signature as Contractor, I certify that I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this contract. Pursuant to section 1700, and following, of the California Labor Code, the Recipient consents to participate in Contractor shall pay not less than the Plan and acknowledges that he or she has received a copy prevailing rate of per diem wages as determined by the Director of the PlanCalifornia Department of Industrial Relations. Copies of such prevailing rate of per diem wages are on file at the Office of the City Clerk, City of Vallejo, City Hall, 000 Xxxxx Xxxxx Xxxxxx, Vallejo, California CA. Those copies shall be made available to any interested party upon request. The Recipient understands and agrees that Contractor shall forfeit, as penalty to the Company has unilaterallyCity, gratuitously and discretionally decided to grant Fifty Dollars ($50.00) for each calendar day or portion thereof, for each xxxxxxx paid less than the Award stipulated prevailing rates for any work done under the Plan to individuals who may be employees contract by it or by any subcontractor under it, in violation of the Company and any Affiliates throughout provisions of such Labor Code. City shall pay Contractor the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliatessums set forth on Exhibit A, over and above the specific terms of the Plan. Consequentlyhereto, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either in accordance with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any terms and conditions of the conditions not Contract Documents. The Contractor shall be met permitted to substitute designated securities for any reason, then moneys withheld by the grant City of Vallejo to insure performance under the Award Contract. This right of substitution shall be exercised in the manner and any right subject to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided conditions specified in the Agreement Contract Documents. The provisions of Public Contract Code section 22300 are incorporated herein by reference as though set forth in full, and shall govern the substitution of securities and/or the Plan)escrow account. In particular, the Recipient understands The person signing this Contract for Contractor hereby represents and agrees warrants that any unreleased Awards as he/she is fully authorized to sign this Contract on behalf of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsContractor.

Terms and Conditions. Labor Law Acknowledgment Acknowledgement. The following provision supplements Section 12 XI of the Agreement: In By accepting the AwardUnits granted hereunder, the Recipient consents you consent to participate participation in the Plan and acknowledges acknowledge that he or she has you have received a copy of the Plan. The Recipient understands and agrees You understand that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the Award any Units under the Plan to individuals who may be employees members of the Board or Employees of the Company and any or its Affiliates throughout the world. The decision is a limited decision that decision, which is entered into upon the express assumption and condition that any grant Units granted will not economically or otherwise bind the Company or any Affiliatesof its Affiliates on an ongoing basis, over and above other than as expressly set forth in the specific terms of the PlanAgreement, including this Appendix. Consequently, the Recipient understands you understand that the Award is Units granted hereunder are given on the assumption and condition that the Award and any Shares issued under the Plan are they shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of Units since the future value of the Units and the underlying Shares is unknown and unpredictable. In addition, the Recipient understands you understand that the Award any Units granted hereunder would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient acknowledges you understand, acknowledge and freely accepts that accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any Units or right to the Award Units shall be null and void. Further, the vesting of the Award Units is expressly conditioned on the Recipient’s your continued employmentand active rendering of service, such that upon termination of employmentif your employment terminates for any reason whatsoever, the Award Units may cease vesting immediately, in whole or in part, effective on the date of the Recipient’s your termination of employment (unless otherwise specifically provided in Section I of the Agreement and/or the PlanAgreement). In particularThis will be the case, for example, even if (1) you are considered to be unfairly dismissed without good cause; (2) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) you terminate service due to a change of work location, duties or any other employment or contractual condition; (4) you terminate service due to a unilateral breach of contract by the Recipient understands and agrees that Company or an Affiliate; or (5) your employment terminates for any unreleased Awards as other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to Units that were not vested on the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided of your termination of employment, as described in the Agreement and/or Plan and the Plan) will be forfeited without entitlement Agreement. You acknowledge that you have read and specifically accept the conditions referred to the underlying Shares or to any amount of indemnification in the event of termination Section I of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985Agreement. NotificationsNOTIFICATIONS

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 It is understood this Studio/Photographer is the exclusive official photographer retained to perform the photographic services requested on this Contract. • Upon signature, the Studio/Photographer shall reserve the time and date agreed upon. Unless the Studio is able to fully replace the cancelled reservation, all sitting fees and retainers are nonrefundable, even if the portrait is rescheduled or canceled for any reason other than inclement weather. • If, in the opinion of the Agreement: In accepting photographer, inclement weather or other adverse conditions prevent the Awardcreation of a portrait meeting the artistic standards of the studio/photographer, photographer may elect to use an alternate location or to reschedule the Recipient consents portrait. • No part of any order, including previews, will be delivered until the balance is paid in full. • The Studio/Photographer reserves the right to participate in the Plan and acknowledges use images created under this contract for advertising, display, publication or other purposes. The Client signing this contract warrants that he or she has received a copy actual authority to agree to the use of the Plan. The Recipient understands and agrees that likeness of all persons included in the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) portrait in this manner and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, indemnify and defend the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification Studio/Photographer in the event of termination litigation arising out of such use. Negatives, digital fi les and previews remain the exclusive property of this Studio/Photographer. • Studio/Photographer may substitute another photographer to take the photographs in the event of Studio/ Photographer’s illness or of scheduling conflicts. In the event of such substitution, Studio/Photographer warrants that the photographer taking the photographs shall be a competent professional. • If the Studio/Photographer cannot perform this Contract due to fire or other casualty, strike, act of God, or other cause beyond the control of the Recipientparties, or due to Photographer’s employment illness or emergency, then the Photographer shall return any deposit or sitting fee to the Client but shall have no further liability with respect to the Contract. This limitation on liability shall also apply in the event that photographic materials are damaged in processing, lost through camera or media malfunction, lost in the mail, or otherwise lost or damaged without fault on the part of the Photographer. In the event the Studio/Photographer fails to perform for any other reason, the Studio/ Photographer shall not be liable for any amount in excess of all monies paid. • Client is aware that color dyes in photography may fade or discolor over time due to the inherent qualities of dyes, and Client releases Photographer from any liability for any claims whatsoever based upon fading or discoloration due to such inherent qualities. • The charges in this Contract are based on the Studio’s/Photographer’s Standard Price List. This price list is adjusted periodically and future orders shall be charged at the prices in effect at the time when the order is placed. • NOTICE OF COPYRIGHT: It is ILLEGAL to copy or reproduce these photographs or videos elsewhere without Studio’s/Photographer’s permission, and violators of this federal law will be subject to its civil and criminal penalties. • This Contract incorporates the entire understanding of the parties and is governed by reason ofthe laws of (City/County, but not limited toState). Any modifications of this Contract must be in writing and signed by both parties. I have read and understand this agreement, resignationincluding the terms and conditions, retirement, disciplinary dismissal adjudged and agree to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal bound by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsthem: CLIENT Signature PHOTOGRAPHER Signature

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 THE UNDERSIGNED HEREBY: (1) Understands that all merchandise shall remain the property of National Energy Equipment Inc until the Agreement: In accepting account has been paid in f ull (2) Accounts are due and payable 30 days from the Award, date of invoice unless otherwise specified on the Recipient consents invoice (3) A Return Goods Authorization (RGA) must be obtained within 15 days from the date of invoice; and the RGA # must be referenced (4) Goods returned will be sub ject to participate in the Plan inspection and acknowledges that he a 25% restocking charge (5) Notification of c hanges of address of company or she has received a principals must be given to National Energy Equipment Inc. within seven [7] days (6) A photocopy or facsimile or electronic copy of the Plan. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant this application will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes valid document in case of disputes (including severance compensation7) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination a default in payment, the customer will pay attorney’s fees and court costs incident to any formal collection proceedings that may be required (8) Certifies the information contained in all parts of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged this document to be correct (9) Accepts as notice in writing of and consents to the obtaining of credit and/or any other information as may be required at any time in connect ion with causethe account hereby applied for and to the disclosure of any credit information concerning the Customer and/or principals with any credit reporting agency, disciplinary dismissal adjudged credit bureau or recognized any person or corporation with whom the Customer has or proposes to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of have financial relations (10) Understands that the terms of employment under Article 41 sale are as stated on all invoices (11) Agrees to a monthly finance charge of 2.4% (28.8% per annum) calculated on any amount not paid by the due date (12) Agrees to pay a $25.00 service charge for any cheques returned unpaid by the bank for any reason (13) In consideration of National Energy Equipment Inc extending credit to a corporation or proprietorship, I hereby personally guar xxxxx the indebtedness of the Workers’ Statutecorporation or proprietorship to National Energy Equipment Inc. (14) A ccount privileges may be suspended without notice, relocation under Article 40 should the account become overdue, in whole or in part. (15) All payments will be in the form of cheque, cash or wire transfer. The undersigned warrants that he/she has read and accepts the Workers’ Statuteterms and conditions noted above. CUSTOMER’S SIGNATURE PLEASE PRINT NAME TITLE DATE OFFICE USE ONLY: CUSTOMER CODE CREDIT LIMIT AUTHORISED SIGNATURE DATE APPROVED BRANCH SALES PERSON PRINT GUARANTEE NATIONAL ENERGY EQUIPMENT INC. 0000 Xxxxx Xxxx Xxxx, Article 50 Xxxxxxxxxxx, XX X0X 0X0 Ph: (000) 000-0000 Fax: (000) 000-0000 In consideration of NATIONAL ENERGY EQUIPMENT INC. agreeing at my request to supply products and components to (herein called the Workers’ Statute“Customer”) and to extent such credit to the Customer as NATIONAL ENERGY EQUIPMENT INC. may see fit. I, unilateral withdrawal the undersigned, hereby guarantee to NATIONAL ENERGY EQUIPMENT INC. the due and timely payment of all monies which are now or which may at any time hereafter be due and payable by the Employer Customer to NATIONAL ENERGY QUIPMENT INC. for goods, wares and under Article 10.3 of the Royal Decree 1382/1985merchandise, or for services rendered, or otherwise. NotificationsAnd I hereby covenant and agree with NATIONAL ENERGY EQUIPMENT INC. that:

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 terms, conditions, and restrictions of the Award are set forth below [IF APPLICABLE: , subject to the letter agreement between the Company and Participant dated [MONTH] [DAY], [YEAR] (the “Letter Agreement”)]. Certain of these provisions [IF APPLICABLE: In accepting , except as they are deemed modified by the terms of the Letter Agreement], along with other important information, are summarized in the [EQUITY/DEFERRED CASH PROGRAM NAME] [prospectus/brochure] dated [MONTH] [DAY], [YEAR], and any applicable [prospectus] supplement (together, the “[Prospectus/Brochure]”). The terms, conditions, and restrictions of the Award include, but are not limited to, provisions relating to amendment, vesting, and cancellation of Awards, restrictions on the transfer of Awards, [sale restrictions on shares acquired upon the exercise of an Option], and additional restrictions or a potential waiver of Participant’s rights to an Award, if required by the Recipient consents applicable provisions of the Emergency Economic Stabilization Act of 2008, which will regulate Citigroup’s policies and practices with respect to participate in the Plan corporate governance and executive compensation, as further described below. By accepting an Award, Participant acknowledges that he or she has received a copy of read and understands the Plan[Prospectus/Brochure] and the terms and conditions set forth in this Appendix. The Recipient Participant understands that this Award and agrees all other incentive awards are entirely discretionary and that no right to receive the Company has unilaterallyAward, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliatesincentive award, over and above exists absent a prior written agreement to the specific terms of the Plancontrary. Consequently, the Recipient [Participant understands that the value that may be realized from an Award, if any, is contingent and depends on the future market price of Citigroup stock, among other factors, and that because equity awards are discretionary, and intended to promote employee retention and stock ownership and to align employees’ interests with those of stockholders, equity awards are subject to vesting conditions and will be canceled if vesting conditions are not satisfied.] Any monetary value assigned to an Award in any communication regarding the Award is granted on contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the assumption and condition Company to deliver, directly or indirectly, any certain [or determinable] cash value to Participant. Receipt of an Award covered by this Agreement, or any other incentive award, is neither an indication nor a guarantee that the Award and any Shares issued under the Plan are not part an incentive award of any employment contract (either with type or amount will be made in the future, and absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion. Any actual, anticipated, or any Affiliates) estimated financial benefit to Participant from an Award is not and shall not be considered deemed to be a mandatory benefit, normal or an integral part of Participant’s regular or expected salary or compensation from employment for any purposes (including severance compensation) or any other right whatsoever. In additionpurposes, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason ofincluding, but not limited to, calculating any statutory, common law or other severance, resignation, retirementtermination, disciplinary dismissal adjudged to redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no event should be with causeconsidered as compensation for, disciplinary dismissal adjudged or recognized to be without causerelating in any way to, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of past services for the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsCompany.

Terms and Conditions. Labor Law Acknowledgment The following Service Conditions This provision supplements Section 12 11 of the this Agreement: In accepting the Awardthese RSUs, the Recipient Participant consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient Participant understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award RSUs under the Plan to individuals who may be employees of the Company and or any Affiliates Subsidiary throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any AffiliatesSubsidiary, over and above the specific terms of the Plan. Consequently, the Recipient Participant understands that the Award is these RSUs are granted on the assumption and condition that the Award these RSUs and any Shares issued under the Plan acquired upon vesting of these RSUs are not part of any employment contract (either with the Company or any AffiliatesSubsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient Participant understands that the Award these RSUs would not be granted to the Recipient Participant but for the assumptions and conditions referred to herein; thus, the Recipient Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award these RSUs shall be null and void. Further, These RSUs are conditional rights to Shares and will be forfeited in the vesting case of the Award is expressly conditioned on the RecipientParticipant’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) This will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in case even if (1) the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged Participant is considered to be with cause, unfairly dismissed without cause (despido improcedente); (2) the Participant is dismissed for disciplinary dismissal adjudged or recognized objective reasons or due to be without cause, individual or a collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective groundsdismissal, whether adjudged or recognized to be with or without cause; (3) the Participant terminates employment due to a change of work location, duties or any other material modification of the terms of employment; (4) the Participant terminates employment under Article 41 due to unilateral breach of contract of the Workers’ StatuteCompany or any of its Subsidiaries; or (5) The Participant’s employment terminates for any other reason whatsoever (including, relocation under Article 40 but not limited to, mutual agreement, resignation, retirement, death, permanent disability, causes included in the employment contract, expiry of the Workers’ Statutetemporary contract, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer force majeure and under Article 10.3 of the Royal Decree Law 1382/1985). NotificationsConsequently, upon termination of the Participant’s employment for any of the reasons set forth above, the Participant will automatically lose any rights to the unvested RSUs granted to him or her as of the date of the Participant’s termination of employment, as described in the Plan and this Agreement.

Terms and Conditions. Labor Law Acknowledgment Nature of Grant. The following provision supplements Section 12 7 of the Agreement: In accepting the AwardSAR, the Recipient Participant consents to participate in the Plan and acknowledges that she or he or she has received a copy of the Planprospectus (also referred to as the Memorandum) and that the Plan will be provided upon request. The Recipient Participant understands and agrees that the Company YUM! has unilaterally, gratuitously and discretionally decided to grant the Award SARs under the Plan to select individuals who may be employees of meet the Company and any Affiliates throughout eligibility requirements set forth in the worldPlan. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company YUM! or any AffiliatesSubsidiary, over and above other than to the specific terms of extent set forth in the PlanAgreement. Consequently, the Recipient Participant understands that the Award SAR is granted on the assumption and condition that the Award SAR and any Shares issued under shares acquired upon exercise of the Plan SAR are not part of any employment contract (either with the Company YUM! or any AffiliatesSubsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of the SAR since the future value of the underlying shares is unknown and unpredictable. In addition, the Recipient Participant understands that the Award SAR would not be granted to the Recipient him or her but for the assumptions and conditions referred to herein; thus, the Recipient Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award this SAR shall be null and void. Further, this SAR is a conditional right to shares and can be forfeited in the vesting case of, or affected by, the Participant’s termination of employment. This may be the Award case, for example, even if (1) Participant is expressly conditioned on the Recipient’s continued employmentconsidered to be unfairly dismissed without good cause; (2) Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) Participant terminates service due to a change of work location, such that duties or any other employment or contractual condition; (4) Participant terminates service due to a unilateral breach of contract by YUM! or a Subsidiary; or (5) Participant's employment terminates for any other reason whatsoever.. Consequently, upon termination of employmentthe Participant’s employment for any of the reasons set forth above, the Award Participant may cease vesting immediately, effective on automatically lose any rights to the date of unvested SARs granted to the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards Participant as of the date the Recipient is no longer actively employed of his or in service (her termination of employment and/or may have a shortened period of time within which to exercised vested SARs, unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination Section 4 of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsAgreement.

Terms and Conditions. Labor Law Acknowledgment Acknowledgement. The following provision supplements Section 12 XIII of the Agreement: In By accepting the AwardOption granted hereunder, the Recipient consents you consent to participate participation in the Plan and acknowledges acknowledge that he or she has you have received a copy of the Plan. The Recipient understands and agrees You understand that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the Award Option under the Plan to individuals who may be employees members of the Board, Employees or Consultants of the Company and any or its Affiliates throughout the world. The decision is a limited decision that decision, which is entered into upon the express assumption and condition that any grant the Option granted will not economically or otherwise bind the Company or any Affiliatesof its Affiliates on an ongoing basis, over and above other than as expressly set forth in the specific terms of the PlanAgreement, including this Appendix. Consequently, the Recipient understands you understand that the Award Option granted hereunder is granted given on the assumption and condition that the Award and any Shares issued under the Plan are it shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of the Option since the future value of the Option and the underlying Shares is unknown and unpredictable. In addition, the Recipient understands you understand that the Award Option granted hereunder would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient acknowledges you understand, acknowledge and freely accepts that accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any an Option or right to the Award an Option shall be null and void. Further, the vesting of the Award Option is expressly conditioned on the Recipient’s your continued employmentand active rendering of service, such that upon termination of employmentif your employment terminates for any reason whatsoever, the Award Option may cease vesting immediately, in whole or in part, effective on the date of the Recipient’s your termination of employment (unless otherwise specifically provided in Section IV of the Agreement and/or the PlanAgreement). In particularThis will be the case, for example, even if (1) you are considered to be unfairly dismissed without good cause; (2) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) you terminate service due to a change of work location, duties or any other employment or contractual condition; (4) you terminate service due to a unilateral breach of contract by the Recipient understands and agrees that Company or an Affiliate; or (5) your employment terminates for any unreleased Awards as other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to Options that were not vested on the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided of your termination of employment, as described in the Agreement and/or Plan and the Plan) will be forfeited without entitlement Agreement. You acknowledge that you have read and specifically accepts the conditions referred to the underlying Shares or to any amount of indemnification in the event of termination Section IV of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsAgreement.

Terms and Conditions. Labor Law Acknowledgment Acknowledgement. The following provision supplements Section 12 9 of the this Agreement: In By accepting the AwardOptions granted hereunder, the Recipient consents you consent to participate participation in the Plan and acknowledges acknowledge that he or she has you have received a copy of the Plan. The Recipient understands and agrees You understand that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the Award any Options under the Plan to individuals who may be employees members of the Company and any Affiliates Board or Employees throughout the world. The decision is a limited decision that decision, which is entered into upon the express assumption and condition that any grant Options granted will not economically or otherwise bind the Company or any Affiliatesof its Subsidiaries on an ongoing basis, over and above the specific terms of the Planother than as expressly set forth in this Agreement. Consequently, the Recipient understands you understand that the Award is Options granted hereunder are given on the assumption and condition that the Award and any Shares issued under the Plan are they shall not become a part of any employment contract (either with the Company or any Affiliatesof its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of Options since the future value of the Options and the underlying Shares is unknown and unpredictable. In addition, the Recipient understands you understand that the Award any Options granted hereunder would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient acknowledges you understand, acknowledge and freely accepts that accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any Options or right to the Award Options shall be null and void. Further, the vesting grant of the Award Option is expressly conditioned on the Recipient’s your continued employmentand active rendering of service, such that upon termination of employmentif your employment terminates for any reason whatsoever, the Award Options may cease vesting immediately, in whole or in part, effective on the date of the Recipient’s your termination of employment (unless otherwise specifically provided in the Agreement and/or the PlanSection 6 of this Agreement). In particularThis will be the case, for example, even if (i) you are considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (ii) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) you terminate service due to a change of work location, duties or any other employment or contractual condition; (iv) you terminate service due to a unilateral breach of contract by the Recipient understands and agrees that Company or a Subsidiary; or (v) your employment terminates for any unreleased Awards as other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to Options that were not vested on the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided of your termination of employment, as described in the Agreement and/or Plan and this Agreement. You acknowledge that you have read and specifically accept the Plan) will be forfeited without entitlement conditions referred to the underlying Shares or to any amount in Section 6 of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985this Agreement. Notifications

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 terms, conditions, and restrictions applicable to the Award are specified in the Plan and this grant notification and agreement, including Exhibit A (the “Award Agreement”). The terms, conditions and restrictions in the Plan include, but are not limited to, provisions relating to amendment, cancellation, and settlement, all of which are hereby incorporated by reference into this Award Agreement to the Agreement: In extent not otherwise set forth herein. By accepting the Award, the Recipient consents to participate in Participant acknowledges receipt of the Plan prospectus dated February 3, 2015 and acknowledges any applicable prospectus supplement thereto (together, the “Prospectus”) and that he or she has received read and understands the Prospectus. The Participant understands that this Award is granted pursuant to the terms of a copy Non-Competition Agreement by and among the Participant, the Company, and The Travelers Indemnity Company (the “Non-Competition Agreement”); that all other incentive awards are entirely discretionary; and that no right to receive an award exists absent a prior written agreement with the Company to the contrary. The Participant also understands that the value that may be realized, if any, from the Award is contingent and depends on the future market price of the PlanCommon Stock, among other factors. Thus, the Participant understands that (a) any monetary value assigned to the Award in any communication regarding the Award is contingent, hypothetical, or for illustrative purposes only, and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to the Participant; and (b) receipt of the Award or any incentive award in the past is neither an indication nor a guarantee that an incentive award of any type or amount will be made to the Participant in the future. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees Participant shall have no rights as a stockholder of the Company with respect to any shares covered by the Award unless and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that until the Award is granted on settled in shares of Common Stock. The Participant shall have no rights as a stockholder of the assumption and condition that Company with respect to any shares covered by the Award unless and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of until the Award is expressly conditioned settled in shares of Common Stock; provided, however, that if the Company pays cash dividends on its shares while the Award is outstanding, the Participant shall be entitled to receive corresponding dividend equivalent cash payments based on the Recipient’s continued employment, such that upon termination number of employment, shares underlying the Award may cease vesting immediately, effective on at the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationstime when such regular cash dividends are paid.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 of I will participate or authorize the Agreement: In accepting the Award, the Recipient consents Participant to participate in the Plan above program and acknowledges that he or she has received a copy Participant of the Plan. The Recipient understands and Guardian/Parent of Participant agrees that the Company has unilaterally, gratuitously site of any lawsuit arising out of or related to participation in the Program shall be Utah and discretionally decided to grant that this Agreement will be governed by and construed in accordance with the Award under the Plan to individuals who may be employees laws of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliatesstate of Utah, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part without application of any employment contract (either with principles of choice of law. Participant does not have any medical conditions that would prevent participation in course Program. Participant has adequate health insurance to cover the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all costs of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification treatment in the event of termination any injury. Participant shall pay any attorney fees or costs incurred by the University in enforcing this Agreement. If any portion of this Agreement is held to be invalid by a court of law, then it is agreed and intended that all the remainder shall, notwithstanding, continue in full force and effect. PARTICIPANT OR GUARDIAN/PARENT OF PARTICIPANT HAS CAREFULLY READ THESE TERMS AND FULLY UNDERSTANDS THEIR CONTENT AND IS AWARE THAT THIS IS A RELEASE OF LIABILITY AND A CONTRACT BETWEEN PARTICIPANT OR GUARDIAN/PARENT OF PARTICIPANT AND THE RELEASEES AND SIGNS IT OF HIS OR HER OWN FREE WILL. course at the University of Utah (the "Program"). I understand that such participation I am signing this Agreement for myself as Participant. I acknowledge that I am can include foreseeable and unforeseeable risks and other hazardous activities inherent in the program which may expose the participant to illness, injury, or death. Participant or guardian/parent freely and voluntarily participates or allows participation in the program with the knowledge of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged danger involved and hereby agrees to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification eighteen (18) years of age and that I understand the terms of employment under Article 41 this Agreement. I also acknowledge that this Agreement shall bind my heirs and personal representatives.  assume and accept any and all risk of injury or death. Signature of Participant Date WAIVER, RELEASE AND INDEMNIFICATION Participant or Guardian/Parent of Participant understands and acknowledge that the I am signing this Agreement on behalf of a minor Participant. I acknowledge University of Utah ("University") is not an insurer of Participant's behavior, actions or participation in the program, and that the University assumes no liability whatsoever for personal injuries or property damages to Participant or to third persons arising out of Participation in the Program activities. Participant or Guardian/Parent hereby that I am the Guardian/Parent of the Workers’ StatuteParticipant and that I understand the terms of this Agreement. I also acknowledge that these terms shall bind my heirs and personal representatives and the heirs and personal representatives of Participant. agrees to release, relocation under Article 40 waive, covenant not to xxx, indemnify and hold harmless the University, and all of their officers, employees and agents (collectively the Workers’ Statute"Releasees") from any and all liability, Article 50 claims, demands, actions and causes of action whatsoever arising out of or related to any loss, damage, or injury, including death, that may be sustained by Participant or loss or damage to any property belonging to Participant arising out of or related to participation in the Workers’ Statuteabove named Program, unilateral withdrawal and excepting only such loss, damage or injury as may be caused by the Employer sole negligence of any Releasee. Signature of Legal Guardian and/or Parent of Participant Date Marketing Disclosure Student or Parents/Guardians of registered students grants the English Language Institute office permission to use any photography and/or video of or written statement made by the student during any XXX program for marketing purposes. Student ID #: U First Name  Last/Family Name  Personal E-mail:  Address in Utah:  Street Apartment or Room Number  City Zip Code/Postal Code  Phone Number Address in your country:  House Number and under Article 10.3 of the Royal Decree 1382/1985. NotificationsStreet 

Terms and Conditions. Labor Law Acknowledgment The following This provision supplements Section 12 7 of the Restricted Stock Unit Agreement: In By accepting the AwardRestricted Stock Units, the Recipient consents Grantee acknowledges that he or she understands and agrees to participate participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Recipient Grantee understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award Restricted Stock Units under the Plan to individuals who may be employees of the Company and any Affiliates or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliatesof its Subsidiaries on an ongoing basis, over and above other than as expressly set forth in the specific terms of the PlanAgreement. Consequently, the Recipient Grantee understands that the Award any grant is granted given on the assumption and condition that the Award and any Shares issued under the Plan are it shall not become a part of any employment or service contract (either with the Company Company, the Employer or any Affiliatesother Parent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, Grantee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Restricted Stock Units and Shares is unknown and unpredictable. In addition, the Recipient Grantee understands that the Award this grant would not be granted to the Recipient made but for the assumptions and conditions referred to hereinabove; thus, the Recipient Grantee understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the Award and any right to the Award Restricted Stock Units shall be null and void. FurtherGrantee understands and agrees that, as a condition of the grant of the Restricted Stock Units, the vesting termination of Grantee’s Continuous Status as an Employee, Director or Consultant for any reason (including the reasons listed below) will automatically result in the loss of the Award is expressly conditioned on Restricted Stock Units to the Recipient’s continued employment, such that upon termination extent the Restricted Stock Units have not vested as of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan)Grantee is no longer actively employed. In particular, the Recipient Grantee understands and agrees that any unreleased Awards unvested Restricted Stock Units as of the date the Recipient Grantee is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of a termination of the RecipientGrantee’s employment Continuous Status as an Employee, Director or Consultant by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causecause (i.e., subject to a “despido improcedente”), individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsGrantee acknowledges that he or she has read and specifically accepts the conditions referred to in Sections 2, 3 and 6 of the Restricted Stock Unit Agreement.

Terms and Conditions. Labor Law Acknowledgment Award Holder’s RSU award is subject to the related Terms and Conditions and to the Plan, which are incorporated herein by reference. Copies of these documents are also available upon request from Xxxx Inc. Human Resources. Exhibit B The following provision supplements Section 12 sets forth terms that apply to the restricted stock unit awards approved by the Executive Compensation Committee. Award Holder Xxxx Xxxxxxxx Award Amount $1,500,000 value of restricted stock units (“RSUs”) under the Xxxx Inc. 2017 Stock and Annual Incentive Plan (the “Plan”), with the number of RSUs to be calculated by dividing $1,500,000 by the closing sale price for a share of the Agreement: In accepting Company’s Class A common stock on the Award, Award Date (rounded down to the Recipient consents to participate nearest whole share). Capitalized terms used (but not defined) in this Award Notice shall have the meanings set forth in the Plan and acknowledges that he Plan. Award Date The date approved by the Executive Compensation Committee (the date on which the last director executes the written consent) or she has received a copy the Date of Hire, whichever is later. Vest Start Date Date of Hire Vesting Schedule Subject to Award Holder’s continued employment with Xxxx Inc. or its subsidiaries, RSU award shall, subject to the provisions of the Plan, vest and become exercisable on the 18-month anniversary of your Vest Start Date. The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who Termination Except as may be employees of the Company provided in Employment Agreement, all unvested RSUs shall be forfeited and any Affiliates throughout the world. The decision is a limited decision that is entered into canceled in their entirety upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary such termination for any purposes (including severance compensation) or any other right whatsoeverreason. In addition, the Recipient understands that the Award would not upon termination for Cause or resignation in anticipation of being terminated for Cause, all RSUs shall be granted to the Recipient but for the assumptions forfeited and conditions referred to herein; thuscanceled in their entirety upon such termination or resignation. In addition, the Recipient acknowledges and freely accepts that should if following any or all termination of the assumptions be mistaken or should any of the conditions not be met employment for any reason, the Company becomes aware that during the two-year period prior to such termination there was an event or circumstance that constituted fraud (financial or otherwise) or that would have been grounds for termination for Cause that caused, or is reasonably likely to cause, meaningful damage (economic, reputational or otherwise) to the Company and/or any of its affiliates (the “Underlying Event”), then the grant all RSUs that remain outstanding shall be canceled and forfeited in their entirety and if any portion of the Award and any right to RSUs vested after the Award Underlying Event, the Company shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, entitled to recover at any time within two years after such that exercise any value received upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Notificationsvesting.

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 No representation, term or covenant not expressly specified in this Agreement shall, whether oral or written, be a part of this Agreement. No modification of this Agreement shall be effective unless it is in writing. Each party may terminate this Agreement without cause with thirty days prior written notice. Should CLIENT initiate the termination, CLIENT is responsible for all expenses incurred to date by STRATFOR prior to the effective date of termination. Should STRATFOR Initiate the termination, STRATFOR will refund all fees collected for services not rendered, except for initial non-refundable quarterly deposit. During the course of the term of this proposed Agreement: In accepting , STRATFOR and the Award, the Recipient consents CLIENT may have access to participate in the Plan and acknowledges that he or she has received a copy information of the Planother party that is confidential and proprietary. The Recipient understands Each party hereby expressly covenants and agrees that it shall not use, furnish or disclose any such confidential or proprietary information to any other person without the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees prior written consent of the Company other party. STRATFOR DOES NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE STRATEGIC MONITORING REPORT IS PROVIDED “AS IS.” NEITHER STRATFOR NOR ANY OF ITS AFFILIATES, AGENTS, OR LICENSORS SHALL BE LIABLE TO CLIENT OR TO ANYONE ELSE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR IN PART BY ANY ERROR, DELAY, OR FAILURE IN PROCURING, COMPILING, INTERPRETING, REPORTING, OR DELIVERING THE STRATEGIC MONITORING, FOR ANY DECISION MADE OR ACTION TAKEN BY CLIENT OR BY ANYONE ELSE IN RELIANCE ON STRATEGIC MONITORING, OR FOR ANY CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT AGREES THAT THE LIABILITY OF STRATFOR, ITS AFFILIATES, AGENTS, AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE), IN ANY WAY CONNECTED WITH STRATEGIC MONITORING SHALL NOT EXCEED THE AMOUNT CLIENT PAID TO STRATFOR FOR STRATEGIC MONITORING. All notices under this Agreement will be deemed given when personally delivered to the recipient or upon mailing such notices by certified mail, return receipt requested, to the authorized contact for Business and Contractual Matters listed below. This Agreement shall be governed by and construed in accordance with and governed by the laws of Texas, USA. Venue for any matter involving the formation, interpretation, or performance of this Agreement shall be in Austin, Texas, USA. STRATFOR represents, warrants, and covenants to CLIENT that all services to be performed by STRATFOR under this Agreement will be performed in compliance with all applicable federal, state and local laws, foreign or domestic, including without limitation the Foreign Corrupt Practices Act and any Affiliates throughout the worldapplicable privacy laws. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. NotificationsAUTHORIZED CONTACTS

Terms and Conditions. Labor Law Acknowledgment The following provision supplements Section 12 When exercised, all or a portion of this Option may trigger Spanish taxation laws, including the potential application of specific tax benefits, which will be determined on a case by case basis. Discretionary Nature of the Agreement: In Plan By accepting the AwardOption grant, the Recipient Optionee consents to participate participation in the Plan and acknowledges that he or she has received receipt of a copy of the Plan. The Recipient Optionee understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award in its sole discretion granted Options under the Plan to individuals who may be employees of the Company and any Affiliates or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Planits Subsidiaries on an ongoing basis. Consequently, the Recipient Optionee understands that the Award Option is granted on the assumption and condition that the Award Option and any Shares issued under the Plan are shares of Stock acquired upon exercise of the Option shall not become a part of any employment contract (either with the Company or any Affiliatesof its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient Optionee understands that the Award this grant would not be granted made to the Recipient Optionee but for the assumptions and conditions referred to hereinreferenced above; thus, the Recipient Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Option grant of the Award and any right to the Award shall be null and void. FurtherThe Optionee understands and agrees that, the vesting as a condition of the Award is expressly conditioned on the Recipient’s continued employmentOption grant, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particularAgreement, the Recipient understands and agrees that any unreleased Awards unvested Option as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided Optionee ceases active employment, and any vested portion of the Option not exercised within the post-termination exercise period set out in the Agreement and/or the Plan) Agreement, will be forfeited without entitlement to the underlying Shares shares of Stock or to any amount of indemnification in the event of termination of the RecipientOptionee’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged with the Company or any of its Subsidiaries. The Optionee acknowledges that the Optionee has read and specifically accepts the conditions referred to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification in the Agreement regarding the impact of the terms a termination of employment under Article 41 of on the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985Option. NotificationsForm approved August 2017 S13US-3 A8

Terms and Conditions. Labor Law Acknowledgment This Class A-2 Note is one of a duly authorized issue of Notes of Issuer, designated as First National Master Note Trust, VFN Series 2003-3 (the "VFN Series 2003-3 Notes"), issued under a Master Indenture dated as of October 24, 2002 (the "Master Indenture"), between Issuer and The following provision supplements Section 12 Bank of New York, as indenture trustee (the Agreement: In accepting "Indenture Trustee"), as supplemented by the AwardIndenture Supplement dated as of December [ ], 2003 (the Recipient consents "Indenture Supplement"), and representing the right to participate in the Plan and acknowledges that he or she has received a copy of the Planreceive certain payments from Issuer. The Recipient understands and agrees that term "Indenture," unless the Company has unilaterallycontext otherwise requires, gratuitously and discretionally decided refers to grant the Award under Master Indenture as supplemented by the Plan to individuals who may be employees of the Company and any Affiliates throughout the worldIndenture Supplement. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan Notes are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted subject to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void. Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control. The Class A-1 Notes, the Class B-1 Notes and the Class B-2 Notes will also be issued under Article 41 the Indenture. The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of Issuer allocated to the payment of this Note for payment hereunder and that neither Owner Trustee nor Indenture Trustee is liable to the Noteholders for any amount payable under the Notes or the Indenture or, except in the case of Indenture Trustee as expressly provided in the Indenture, subject to any liability under the Indenture. This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of Indenture Trustee. THIS CLASS A-2 NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, ISSUER, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL FUNDING CORPORATION, FIRST NATIONAL FUNDING LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. Issuer, Transferor, Indenture Trustee and any agent of Issuer, Transferor or Indenture Trustee shall treat the person in whose name this Class A-2 Note is registered as the owner hereof for all purposes, and neither Issuer, Transferor, Indenture Trustee nor any agent of Issuer, Transferor or Indenture Trustee shall be affected by notice to the contrary. THIS CLASS A-2 NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. CLASS A-2 NOTE CLASS A-2 CURRENT CLASS A-2 PRINCIPAL CLASS A-2 CURRENT NOTE INITIAL CLASS A-2 PAYMENTS NOTE INITIAL CLASS A-2 PRINCIPAL INCREASE (INCLUDING PRINCIPAL NOTE PRINCIPAL DATE BALANCE AMOUNTS REDUCTIONS) BALANCE BALANCE ---- ------- ------- ----------- ------- ------- 12-[ ]-03 --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- A2-8 ASSIGNMENT Social Security or other identifying number of assignee _____________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________________________________________ _____________________________ (name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints __________________________________________ attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated:______________________________ _________________________________** Signature Guaranteed: --------------- ** The signature to this assignment must correspond with the name of the Workers’ Statute, relocation under Article 40 registered owner as it appears on the face of the Workers’ Statutewithin Note in every particular, Article 50 without alteration, enlargement or any change whatsoever. XXXXXXX X-0 FORM OF CLASS B-1 ASSET BACKED NOTE, VFN SERIES 2003-3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS UNDER STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN A NOTE PURCHASE AGREEMENT RELATING HERETO. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST BANKCARD MASTER CREDIT CARD TRUST, A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEBRASKA ("FBMCCT"), FIRST NATIONAL FUNDING CORPORATION, A NEBRASKA BUSINESS CORPORATION ("FNFC"), TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY INSTITUTION IN INSTITUTING AGAINST FBMCCT, FNFC, TRANSFEROR OR ISSUER, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS. THE HOLDER OF THIS CLASS B-1 NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B-1 NOTES AS INDEBTEDNESS OF ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME. THE HOLDER OF THIS CLASS B-1 NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE ACQUISITION AND HOLDING OF THE CLASS B-1 NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW). $_______________ REGISTERED No. R-VFN-B-1-___________ FIRST NATIONAL MASTER NOTE TRUST CLASS B-1 ASSET BACKED NOTE, VFN SERIES 2003-3 First National Master Note Trust (herein referred to as "Issuer"), a Delaware statutory trust governed by a Trust Agreement dated as of October 16, 2002, for value received, hereby promises to pay to [ ], or registered assigns, subject to the following provisions, the principal sum of _________________ DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the date or dates specified in or pursuant to the Indenture. Issuer will pay interest on the unpaid principal amount of this Note at the Applicable Pass-Through Rate on each Distribution Date until the principal amount of this Note is paid in full. Interest on this Note will accrue for each Distribution Date from and including the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, for the initial Distribution Date, from and including the Closing Date to but excluding such Distribution Date. Interest will be computed, and principal of this Note shall be paid, each in the manner specified in the Indenture Supplement referred to on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the Workers’ StatuteUnited States of America as at the time of payment is legal tender for payment of public and private debts. Reference is made to the further provisions of this Note set forth on the reverse hereof, unilateral withdrawal which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by or on behalf of Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Employer and under Article 10.3 Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any purpose. This Note has been executed by Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Owner Trustee of the Royal Decree 1382/1985Issuer, in no event shall Wilmington Trust Company, in its individual capacity, have any liability in respect of the obligations of Issuer hereunder or under any other document, as to all of which recourse shall be had solely to the assets of Issuer, and for all purposes of this Note and each other document, Owner Trustee (as such or in its individual capacity) shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement. NotificationsTHIS CLASS B-1 NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A-1 NOTES AND THE CLASS A-2 NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.