Common use of Tax Consequences Clause in Contracts

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

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

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

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

Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Participant understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that under Section 83 of the Internal Revenue Code Code, the fair market value of 1986, as amended (the "Code"), taxes shares of Restricted Stock on the date the forfeiture restrictions applicable to those shares lapse will be reportable as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Optionat that time. The Purchaser Participant understands that the Purchaser Participant may elect to be taxed at the time the Shares shares of Restricted Stock are purchased issued and thereby recognize ordinary income equal to the fair market value of those shares at the time of issuance, rather than when those shares of Restricted Stock subsequently vest and as cease to be subject to forfeiture restrictions. Should the Repurchase Option expires by filing an Participant decide to make such election, the Participant must file the requisite election form under Section 83(b) of the Code with the IRS Internal Revenue Service within 30 thirty (30) days from after the issuance date of purchasethe Restricted Stock. The form for making this election is attached hereto as Exhibit A-5 heretoD. Participant understands that failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by the Participant as the forfeiture restrictions lapse. In the event that the Participant files, under Section 83(b) of the Code, an election to be taxed upon the issuance of the Restricted Stock and recognize ordinary income on the issuance date of the Restricted Stock, the Participant shall at the time of such filing notify the Company of the making of such election and furnish a copy of the notice to the Company. THE PURCHASER PARTICIPANT ACKNOWLEDGES THAT IT IS THE PURCHASER'S PARTICIPANT’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY'S ’S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANT’S BEHALF. PARTICIPANT IS RELYING SOLELY ON PARTICIPANT’S ADVISORS WITH RESPECT TO THE PURCHASER'S BEHALFDECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION. The Participant shall make arrangements satisfactory to the Company, or, in the absence of such arrangements, the Company or any Parent or Subsidiary may deduct from any payment to be made to Participant any amount necessary, to satisfy requirements of federal, state, local, or foreign tax law to withhold taxes or other amounts with respect to the issuance of the Restricted Stock or the expiration of the forfeiture provisions applicable to the Restricted Stock. The Vested at Issuance Shares shall result in the Participant’s immediate recognition of ordinary income, at the time of such issuance, in an amount equal to the fair market value of the those shares on the issuance date. The Participant shall make arrangements satisfactory to the Company to satisfy all applicable requirements of federal, state, local, or foreign tax law to withhold taxes or other amounts with respect to the Vested at Issuance Shares.

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

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

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

Tax Consequences. The Purchaser Awardee has reviewed with the Purchaser's Awardee’s own tax advisors advisers the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Awardee is relying solely on such advisors advisers and not on any statements statement or representations representation of the Company or any of its agents. The Purchaser Awardee understands that the Purchaser Awardee (and not the Company) shall be responsible for the Purchaser's Awardee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser Awardee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"”), taxes as ordinary income both (i) the difference (if any) between the purchase price paid for the Shares by Awardee (if any) and the fair market value of the Shares on the effective date of this Agreement and (ii) the difference between the purchase price amount paid for the Shares by Awardee (if any) and the Fair Market Value fair market value of the Shares as of the date on which any restrictions restriction on the Shares lapselapses. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser Awardee understands that the Purchaser Awardee may elect to be taxed at the time the Shares are purchased or acquired rather than when and as the Repurchase Option or the Section 16(b) period under the Securities Exchange Act of 1934, as amended, expires by filing an election under Section 83(b) of the Code with the IRS Internal Revenue Service within 30 thirty (30) days from the date of purchasepurchase or acquisition. The form for making this election is attached as Exhibit A-5 hereto. THE PURCHASER AWARDEE ACKNOWLEDGES THAT IT IS THE PURCHASER'S AWARDEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b)) OF THE CODE, EVEN IF THE PURCHASER AWARDEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S AWARDEE’S BEHALF.

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

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

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

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

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

Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "CodeCODE"), taxes as ordinary income the difference between the purchase price amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the its Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at ordinary income rates on the difference, if any, between the amount paid for the Shares and the fair market value of the Shares at the time the Shares are purchased purchased, rather than when and as the Repurchase Option expires lapses, by filing an election under Section 83(b) of the Code with the IRS Internal Revenue Service within 30 thirty (30) days from the date of purchase. The form Even if the fair market value of the Shares equals the amount paid for making this the Shares, the election is attached must be made to avoid taxation as Exhibit A-5 heretothe restrictions expire. After Purchaser files an election under Section 83(b), any subsequent increase in the fair market value of the Shares will not be taxed as the restrictions expire, and any gain thereafter realized on the sale of the Share will be taxed as capital gain. Purchaser further understands that if Purchaser files such an election under Section 83(b) of the Code, and the Company subsequently exercises the Repurchase Option with regard to all or part of the Shares, Purchaser might not be eligible to claim a loss deduction in the amount of taxable income which was previously recognized, or the amount of tax paid, as a consequence of the election under Section 83(b) with regard to the Shares repurchased. PURCHASER UNDERSTANDS THAT FAILURE TO MAKE THIS FILING IN A TIMELY MANNER WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY PURCHASER, AS THE REPURCHASE OPTION LAPSES, ON ANY DIFFERENCE BETWEEN THE PURCHASE PRICE AND THE FAIR MARKET VALUE OF THE STOCK AT THE TIME SUCH RESTRICTIONS LAPSE. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S OR THE COMPANY'S COUNSEL TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

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

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

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

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

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

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

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

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

Tax Consequences. (a) The Purchaser Grantee has reviewed with the Purchaser's Grantee’s own tax advisors the federal, state, local and foreign (if applicable) tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser Grantee (and not the Company) shall be responsible for the Purchaser's Grantee’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price amount paid for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser Grantee understands that the Purchaser he/she may elect to be taxed at the time the Shares are purchased received rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS I.R.S. within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. (b) THE PURCHASER GRANTEE ACKNOWLEDGES THAT IT IS THE PURCHASER'S GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S GRANTEE’S BEHALF. (c) If the Grantee makes any tax election relating to the treatment of the Shares under the Code, at the time of such election the Grantee shall promptly notify the Company of such election. 8.

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

Tax Consequences. The Purchaser Participant has reviewed with the Purchaser's Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Participant understands that the Purchaser Participant (and not the Company) shall be responsible for the Purchaser's Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Participant understands that Section section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) taxes as ordinary income the difference between the purchase price amount paid for the Shares shares underlying the Restricted Stock and the Fair Market Value of the Shares such shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares shares lapse pursuant to the Repurchase OptionSection 2 of this Agreement. The Purchaser Participant understands that the Purchaser Participant may elect to be taxed at the time the Shares shares of Restricted Stock are purchased granted rather than when and as the Repurchase Option Restriction Period expires by filing an election under Section section 83(b) of the Code with the IRS Internal Revenue Service within 30 days from the date Date of purchaseGrant. The form for making this election is attached as Exhibit A-5 A hereto. THE PURCHASER PARTICIPANT ACKNOWLEDGES THAT IT IS THE PURCHASER'S PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF ) OF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALFCODE.

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

Tax Consequences. The Purchaser Participant has reviewed with the Purchaser's Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Participant understands that the Purchaser Participant (and not the Company) shall be responsible for the Purchaser's Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Participant understands that Section section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) taxes as ordinary income the difference between the purchase price amount paid for the Shares shares underlying the Restricted Stock and the Fair Market Value of the Shares such shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares shares lapse pursuant to the Repurchase OptionSection 2 of this Agreement. The Purchaser Participant understands that the Purchaser Participant may elect to be taxed at the time the Shares shares of Restricted Stock are purchased granted rather than when and as the Repurchase Option restriction period expires by filing an election under Section section 83(b) of the Code with the IRS Internal Revenue Service within 30 days from the date of purchaseGrant Date. The form for making this election is attached as Exhibit A-5 A hereto. THE PURCHASER PARTICIPANT ACKNOWLEDGES THAT IT IS THE PURCHASER'S PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF ) OF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALFCODE.

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

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

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

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

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

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

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

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

Tax Consequences. The Purchaser Participant has reviewed with the Purchaser's Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Participant understands that the Purchaser Participant (and not the Company) shall be responsible for the Purchaser's Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser Participant understands that Section section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) taxes as ordinary income the difference between the purchase price amount paid for the Shares shares underlying the Restricted Stock and the Fair Market Value of the Shares such shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares shares lapse pursuant to the Repurchase OptionSection 2 of this Agreement. The Purchaser Participant understands that the Purchaser Participant may elect to be taxed at the time the Shares shares of Restricted Stock are purchased granted rather than when and as the Repurchase Option Restriction Period expires by filing an election under Section section 83(b) of the Code with the IRS Internal Revenue Service within 30 days from the date Date of purchaseGrant. The form for making this election is attached as Exhibit A-5 A hereto. THE PURCHASER PARTICIPANT ACKNOWLEDGES THAT IT IS THE PURCHASER'S PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF ) OF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALFCODE.

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

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

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

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

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

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

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

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

Tax Consequences. The Purchaser Participant has reviewed with the Purchaser's Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. The Purchaser Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser Participant understands that the Purchaser Participant (and not the Company) shall be responsible for the Purchaser's Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement. The Purchaser Participant understands that Section section 83 of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) taxes as ordinary income the difference between the purchase price amount paid for the Shares shares of Restricted Stock and the Fair Market Value (as defined in the Plan) of the Shares such shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares shares lapse pursuant to the Repurchase OptionSection 2 of this Award Agreement. The Purchaser Participant understands that the Purchaser Participant may elect to be taxed at the time the Shares shares of Restricted Stock are purchased granted rather than as and when and as the Repurchase Option Restriction Period expires by filing an election under Section section 83(b) of the Code with the IRS Internal Revenue Service within 30 days from the date Date of purchaseGrant. The form for making this election is attached as Exhibit A-5 A hereto. THE PURCHASER PARTICIPANT ACKNOWLEDGES THAT IT IS THE PURCHASER'S PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S ’S TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S PARTICIPANT’S BEHALF.

Tax Consequences. The Purchaser has reviewed with the Purchaser's ’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own any tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "“restriction" ” includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT D AND THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY (AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b)COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM, EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES AGENTS TO MAKE THIS FILING ON THE PURCHASER'S ’S BEHALF. 10.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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