Common use of Compliance with Securities Law Clause in Contracts

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, and foreign securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The Stock Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may not be exercised unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option in effect with respect to the shares issuable upon exercise of the Stock Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Option, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock (including Restricted Stock) will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The No Stock Option may not will be exercised issued hereunder if the such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may will not be exercised issued hereunder unless (ai) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option issuance in effect with respect to the shares issuable upon exercise of the Stock Option issued or (bii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE THE PARTICIPANT IS CAUTIONED THAT ISSUANCE OF UNRESTRICTED STOCK UPON THE VESTING OF RESTRICTED STOCK OPTION GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Restricted Stock, or unrestricted Stock Option (upon vesting), will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Optionany issuance hereunder, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Committee and appropriate officers of the Company are authorized to take the Securities Actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock under this Agreement will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The No Stock Option may not will be exercised issued hereunder if the such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may will not be exercised issued hereunder unless (a) a registration statement under the Securities Act of 1933is, as amended (the “Securities Act”), is at the time of exercise of the Stock Option issuance, in effect with respect to the shares issuable upon exercise of the Stock Option issued or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF STOCK UPON THE STOCK OPTION VESTING OF PERFORMANCE SHARE UNITS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option award will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Optionany issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock Shares will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. The Stock Option may not No Shares will be exercised issued hereunder if the such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. In addition, the Stock Option may Shares will not be exercised issued hereunder unless (a) a registration statement under the Securities Act of 1933is, as amended (the “Securities Act”), is at the time of exercise of the Stock Option issuance, in effect with respect to the shares issuable upon exercise of the Stock Option issued or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF SHARES UPON THE VESTING OF RESTRICTED STOCK OPTION UNITS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option Award will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Optionany issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance. Depending on your country of residence (or country of service, if different), you may be subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares during such times as you are considered to have “inside information” regarding the Company (as defined by the laws of your country of residence or service, as applicable). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company xxxxxxx xxxxxxx policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should consult with your personal advisor on this matter.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The Stock Option option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may not be exercised unless (ai) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option in effect with respect to the shares issuable upon exercise of the Stock Option or (bii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE THE PARTICIPANT IS CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares Shares subject to the Stock Option will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Option, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Committee and appropriate officers of the Company are authorized to take the Securities Actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance upon exercise of the Option.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock Shares will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. The Stock Option may not No Shares will be exercised issued hereunder if the such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. In addition, the Stock Option may Shares will not be exercised issued hereunder unless (a) a registration statement under the Securities Act of 1933is, as amended (the “Securities Act”), is at the time of exercise of the Stock Option issuance, in effect with respect to the shares issuable upon exercise of the Stock Option issued or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE STOCK OPTION ISSUANCE OF SHARES UPON SETTLEMENT OF OPTIONS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option Award will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Optionany issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance. Depending on your country of residence (or country of employment, if different), you may be subject to ixxxxxx xxxxxxx restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares during such times as you are considered to have “inside information” regarding the Company (as defined by the laws of your country of residence or employment, as applicable). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company ixxxxxx xxxxxxx policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should consult with your personal advisor on this matter.

Compliance with Securities Law. Notwithstanding Grantee hereby represents and warrants that Grantee has acquired the Restricted Stock for Grantee’s own account and not with a view to any provision of this Agreement to the contrary, the grant resale or distribution thereof. Grantee agrees that neither he nor any subsequent holder of the Stock Option and the issuance of Restricted Stock will be subject to compliance with all applicable requirements of federal, state, and foreign securities laws and with the requirements of sell or otherwise transfer any stock exchange or market system upon which the Stock may then be listed. The Stock Option may not be exercised if the issuance of shares of Restricted Stock upon exercise would constitute in any way that may result in a violation of any applicable federal, state, federal or foreign state securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listedregulations. In addition, the Stock Option may not be exercised unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option in effect with respect to the shares issuable upon exercise of the Stock Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance Grantee further acknowledges and sale of any shares subject to the Stock Option will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Option, agrees that the Company may require you any subsequent purchaser or other transferee of shares of Restricted Stock that cannot be publicly traded to satisfy any qualifications that provide the Company, prior to such sale or other transfer, with such representations, commitments and opinions regarding compliance with applicable securities laws and regulations as the Company may be deem necessary or appropriate advisable. Grantee further acknowledges that the Company is not obligated to evidence compliance register the Shares under any state or federal securities laws or regulations. U.S. HOME SYSTEMS, INC. By: Title: Address: GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THIS RESTRICTED STOCK AWARD SHALL VEST AND THE FORFEITURE RESTRICTIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF GRANTEE’S EMPLOYMENT OR AS OTHERWISE PROVIDED IN THIS AGREEMENT. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE’S EMPLOYMENT. Grantee acknowledges receipt of EXHIBIT 10.64 - USHS 2004 RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR EMPLOYEES a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Restricted Stock Award subject to all of the terms and provisions hereof and thereof. Grantee has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Grantee hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved, as applicable, in accordance with Sections 14 or 16 of this Agreement. Grantee further agrees to notify the Company upon any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by change in the Company.address for notice indicated in this Agreement. DATED: SIGNED: GRANTEE Address: EXHIBIT 10.64 - USHS 2004 RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR EMPLOYEES

Compliance with Securities Law. Notwithstanding any provision The Company may require that a grantee, as a condition to exercise of this Agreement an Award, and as a condition to the contrarydelivery of any share certificate (or registration of shares), provide to the grant Company, at the time of each such exercise and each such delivery (or registration), a written representation that the Shares being acquired shall be acquired by the grantee solely for investment and will not be sold or transferred without registration or the availability of an exemption from registration under the Securities Act and applicable state securities laws and other applicable laws. The Company may also require that a grantee submit other written representations that will permit the Company to comply with U.S. federal and applicable state securities laws in connection with the issuance of the Stock Option Shares, including representations as to the knowledge and experience in financial and business matters of the grantee and the grantee’s ability to bear the economic risk of the grantee’s investment. The Company may require that the grantee obtain a “purchaser representative” as that term is defined in applicable federal and state securities laws. Any Share certificates for Shares issued pursuant to this Plan may bear a legend restricting transferability of the Shares unless such Shares are registered or an exemption from registration is available under the Securities Act and applicable securities laws of the states of the U.S. and other applicable laws. The Company may notify its transfer agent to stop any transfer of Shares not made in compliance with these restrictions. Shares shall not be issued with respect to an Award granted under the Plan unless the exercise of such Award and the issuance and delivery of Stock will be subject to compliance Share certificates (or registration) for such Shares pursuant thereto shall comply with all applicable requirements relevant provisions of federallaw, stateincluding, without limitation, the Securities Act, the Exchange Act, the rules and foreign securities laws regulations promulgated thereunder and with the requirements of any stock exchange or market system upon which the Stock may then Applicable Exchange, and shall be listed. The Stock Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may not be exercised unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option in effect with respect to the shares issuable upon exercise of the Stock Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares further subject to the Stock Option will relieve approval of counsel for the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Option, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested to the extent such approval is sought by the CompanyCommittee.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, and foreign securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The Stock Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may not be exercised unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option in effect with respect to the shares issuable upon exercise of the Stock Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s 's legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Option, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock Shares will be subject to compliance with all applicable requirements of federal, state, and foreign securities laws and with the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. The Stock Option may not be exercised if the issuance of shares of Stock Shares upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. In addition, the Stock Option may not be exercised unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option in effect with respect to the shares issuable upon exercise of the Stock Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares Shares subject to the Stock Option will relieve the Company of any liability in respect of the failure to issue or sell such shares Shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Option, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate persons to make the Option and Shares available for issuance.

Compliance with Securities Law. Notwithstanding any provision of this Option Agreement to the contrary, the grant of the Stock Option and the issuance of Stock will be subject to compliance with all applicable requirements of U.S. federal, state, Canadian, Province of British Columbia and foreign securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The Stock Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable U.S. federal, state, Canadian, Province of British Columbia or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may not be exercised unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option in effect with respect to the shares issuable upon exercise of the Stock Option or (b) in the opinion of legal counsel to the Company, the shares of Stock issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares of Stock subject to the Stock Option will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Option, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock Shares will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. The Stock Option may not No Shares will be exercised issued hereunder if the such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. In addition, the Stock Option may Shares will not be exercised issued hereunder unless (a) a registration statement under the Securities Act of 1933is, as amended (the “Securities Act”), is at the time of exercise of the Stock Option issuance, in effect with respect to the shares issuable upon exercise of the Stock Option issued or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE STOCK OPTION ISSUANCE OF SHARES UPON SETTLEMENT OF OPTIONS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option Award will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Optionany issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance. Depending on your country of residence (or country of employment, if different), you may be subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares during such times as you are considered to have “inside information” regarding the Company (as defined by the laws of your country of residence or employment, as applicable). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company xxxxxxx xxxxxxx policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should consult with your personal advisor on this matter.

Compliance with Securities Law. Notwithstanding any provision of this Agreement the Plan Documents to the contrary, the grant of the Stock Option and the issuance of Common Stock will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The Stock Option may not be exercised if the issuance of shares of Common Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. In addition, the Stock Option may not be exercised unless (a1) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option in effect with respect to the shares issuable upon exercise of the Stock Option or (b2) in the opinion of legal counsel to the CompanyForestar, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE THE PARTICIPANT IS CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTEDOTHERWISE EXERCISABLE. The inability of the Company Forestar to obtain from any regulatory body having jurisdiction the Nonqualified Stock Option Agreement authority, if any, deemed by the CompanyForestar’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option will relieve the Company Forestar of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Option, the Company Forestar may require you the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by Forestar. Notwithstanding as otherwise provided in the CompanyPlan Documents, if the exercise of the Option is prevented by the provisions of this paragraph, the Option will remain exercisable until 30 days after the date the Participant is notified by Forestar that the Option is exercisable, but in any event no later than the Expiration Date. Forestar makes no representation as to the tax consequences of any such delayed exercise. The Participant should consult with the Participant’s own tax advisor as to the tax consequences of any such delayed exercise.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The No Stock Option may not will be exercised issued hereunder if the such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may will not be exercised issued hereunder unless (a) a registration statement under the Securities Act of 1933is, as amended (the “Securities Act”), is at the time of exercise of the Stock Option issuance, in effect with respect to the shares issuable upon exercise of the Stock Option issued or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF STOCK UPON THE VESTING OF RESTRICTED STOCK OPTION UNITS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction and the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option Award will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Optionany issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Common Stock (including Restricted Stock) will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The No Common Stock Option may not will be exercised issued hereunder if the such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. In addition, the Common Stock Option may will not be exercised issued hereunder unless (ai) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option issuance in effect with respect to the shares issuable upon exercise of the Stock Option issued or (bii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE THE PARTICIPANT IS CAUTIONED THAT ISSUANCE OF UNRESTRICTED STOCK UPON THE VESTING OF RESTRICTED STOCK OPTION GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Restricted Stock, or unrestricted Common Stock Option (upon vesting), will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Optionany issuance hereunder, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Committee and appropriate officers of the Company are authorized to take the Securities Actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Common Stock available for issuance.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock Shares will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. The Stock Option may not No Shares will be exercised issued hereunder if the such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. In addition, the Stock Option may Shares will not be exercised issued hereunder unless (a) a registration statement under the Securities Act of 1933is, as amended (the “Securities Act”), is at the time of exercise of the Stock Option issuance, in effect with respect to the shares issuable upon exercise of the Stock Option issued or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF SHARES UPON THE STOCK OPTION VESTING OF PHANTOM SHARES GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option Award will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Optionany issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance. Depending on your country of residence (or country of employment, if different), you may be subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares during such times as you are considered to have “inside information” regarding the Company (as defined by the laws of your country of residence or employment, as applicable). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company xxxxxxx xxxxxxx policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should consult with your personal advisor on this matter.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, and foreign securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The Stock Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may not be exercised unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is in effect at the time of exercise of the Stock Option in effect with respect to the shares issuable upon exercise of the Stock Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Option, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock (including Restricted Shares) will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The No Stock Option may not will be exercised issued hereunder if the such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may will not be exercised issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option issuance in effect with respect to the shares issuable upon exercise of the Stock Option issued or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF UNRESTRICTED STOCK UPON THE VESTING OF RESTRICTED STOCK OPTION GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option Award will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Optionany issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the Securities Actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, and foreign securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The Stock Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may not be exercised unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option in effect with respect to the shares issuable upon exercise of the Stock Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Option, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

Compliance with Securities Law. Notwithstanding any provision of this Agreement the Plan Documents to the contrary, the grant of the Stock Option and the issuance of Common Stock will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The Stock Option may not be exercised if the issuance of shares of Common Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. In addition, the Stock Option may not be exercised unless (a1) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option in effect with respect to the shares issuable upon exercise of the Stock Option or (b2) in the opinion of legal counsel to the CompanyForestar, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE THE PARTICIPANT IS CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTEDOTHERWISE EXERCISABLE. The inability of the Company Forestar to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the CompanyForestar’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option will relieve the Company Forestar of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Option, the Company Forestar may require you the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by Forestar. Notwithstanding as otherwise provided in the CompanyPlan Documents, if the exercise of the Option is prevented by the provisions of this paragraph, the Option will remain exercisable until 30 days after the date the Participant is notified by Forestar that the Option is exercisable, but in any event no later than the Expiration Date. Forestar makes no representation as to the tax consequences of any such delayed exercise. The Participant should consult with the Participant’s own tax advisor as to the tax consequences of any such delayed exercise.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, and foreign securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The Stock Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may not be exercised unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is at the time of exercise of the Stock Option in effect with respect to the shares issuable upon exercise of the Stock Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Option, the Company may require you the Holder to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock under this Agreement will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The No Stock Option may not will be exercised issued hereunder if the such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may will not be exercised issued hereunder unless (a) 1.%2. a registration statement under the Securities Act of 1933is, as amended (the “Securities Act”), is at the time of exercise of the Stock Option issuance, in effect with respect to the shares issuable upon exercise of the Stock Option issued or (b) 2.%2. in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF STOCK UPON THE STOCK EXERCISE OF THE OPTION GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option award will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Optionany issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock under this Agreement will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The No Stock Option may not will be exercised issued hereunder if the such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may will not be exercised issued hereunder unless (a) 1.%2. a registration statement under the Securities Act of 1933is, as amended (the “Securities Act”), is at the time of exercise of the Stock Option issuance, in effect with respect to the shares issuable upon exercise of the Stock Option issued or (b) 2.%2. in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF STOCK UPON THE VESTING OF RESTRICTED STOCK OPTION GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option award will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Optionany issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Stock may then be listed. The No Stock Option may not will be exercised issued hereunder if the such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Stock Option may will not be exercised issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is is, at the time of exercise of the Stock Option issuance, in effect with respect to the shares issuable upon exercise of the Stock Option issued or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF STOCK UPON THE VESTING OF RESTRICTED STOCK OPTION UNITS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option Award will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Optionany issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Stock Option and the issuance of Stock Shares will be subject to compliance with all applicable requirements of federal, state, and or foreign law with respect to such securities laws and with the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. The Stock Option may not No Shares will be exercised issued hereunder if the such issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock Shares may then be listed. In addition, the Stock Option may Shares will not be exercised issued hereunder unless (a) a registration statement under the Securities Act of 1933is, as amended (the “Securities Act”), is at the time of exercise of the Stock Option issuance, in effect with respect to the shares issuable upon exercise of the Stock Option issued or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Stock Option issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF SHARES UPON THE STOCK OPTION VESTING OF SHARE UNITS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE STOCK OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option Award will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Stock Optionany issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance. Depending on your country of residence (or country of service, if different), you may be subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares during such times as you are considered to have “inside information” regarding the Company (as defined by the laws of your country of residence or service, as applicable). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company xxxxxxx xxxxxxx policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should consult with your personal advisor on this matter.