Insider Trading/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country or broker’s country, or the country in which the Common Stock is listed, Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to accept, acquire, sell or attempt to sell, or otherwise dispose of Shares, rights to Shares (e.g., the RSUs) or rights linked to the value of Shares, during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Participant placed before possessing inside information. Furthermore, Participant may be prohibited from # disclosing inside information to any third party, including fellow employees (other than on a “need to know” basis) and # “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company

You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell shares of Common Stock or rights to shares of Common Stock (e.g., RSUs) under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter.

Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note and the other Notes issued pursuant to the Purchase Agreement more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 4.99% of the total shares outstanding on the Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default under [Section 3.2] of the Note.

Limited Trading Market. He is fully aware that there is no trading market for the Series B Preferred Stock and that there is only a limited and sporadic trading market for the Company's common stock. In the case of the Company's Common Stock , there is no guarantee that any liquid trading market will ever exist or, if any such trading market were to exist, there is no guaranty that such a market will be sustained. The Subject Shares are and will be in the hands of the Investor, an illiquid Investment. As a result, the Investor must be able to bear economic risk of his Investment in the Company for an indefinite period of time because the Subject Shares have not been registered under the 1933 Act, and therefore, cannot be offered or sold unless they are subsequently registered under the 1933 Act or an exemption from such registration is available.

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing, trading and tipping and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

Compliance with Insider Trading Policy. Grantee acknowledges and confirms that all transactions in the Common Stock and any derivative securities related to the Common Stock shall be in compliance with the Company’s Insider Trading Policy.

In addition, you further acknowledge that you have read and specifically and expressly approve without limitation the following clauses in the Agreement: [Section 4] (Responsibility for Taxes); [Section 7] (Acknowledgement of Nature of Plan and RSUs); [Section 8] (No Advice Regarding Grant); [Section 9] (Right to Continued Employment); [Section 11] (Deemed Acceptance); [Section 13] (Severability and Validity); [Section 14] (Governing Law, Jurisdiction and Venue); [Section 16] (Electronic Delivery and Acceptance); [Section 17] (Insider Trading/Market Abuse Laws); [Section 18] (Language); [Section 19] (Compliance with Laws and Regulations); [Section 20] (Entire Agreement and No Oral Modification or Waiver); [Section 21] ([Addendum A]); [Section 22] (Foreign Asset/Account Reporting Requirements and Exchange Controls); and [Section 23] (Imposition of Other Requirements).

Restrictions on Sale of Securities. The Shares issued as payment for vested Performance Shares under this Agreement will be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s insider trading policies, and any other applicable securities laws.

Remember, all your transactions in Polaris securities are subject to Polaris’ Insider Trading Policy.

The Chief Compliance Officer will be responsible for establishing, implementing, monitoring and enforcing all of Nuance’s policies and procedures regarding insider trading. If any supervised person is unsure whether information could violate Nuance’s policies and procedures on insider trading or has questions on any aspect of Nuance’s policies and procedures on insider trading, questions should be directed to the Chief Compliance Officer prior to implementing any trades. The prohibition on the use of inside information extends to family members, associates and acquaintances of the person coming into possession of such information.