Insider Trading Restrictions/Market Abuse Laws. You acknowledge that, depending on your country, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares or rights to Shares 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.

Insider Trading. By accepting the RSUs, Participant acknowledges that it may be subject to insider trading rules, which may affect the sale of Shares acquired upon vesting of the RSUs. German securities laws prohibit insider trading according to Article 14 of the Market Abuse Regulation (VO (EU) 596/2014) if the shares are traded, admitted or for which admission on trading has been requested on a trading venue in the European Union.

Securities Law and Insider Trading.................................................................................... 11

Non-Employee Directors are prohibited from entering into hedging transactions or similar arrangements regarding their Company securities pursuant to the Company’s Insider Trading Policy.

The Eligible Individual acknowledges that the Eligible Individual is subject to the Company’s policies regarding compliance with securities laws, including but not limited to its Insider Trading Policy (as in effect from time to time and any successor policies), and, pursuant to these policies, if the Eligible Individual is on the Company’s insider list, the Eligible Individual shall be required to obtain pre-clearance from the Company’s General Counsel prior to purchasing or selling any of the Company’s securities, including any shares issued upon vesting of the PSUs, and may be prohibited from selling such shares other than during an open trading window. The Eligible Individual further acknowledges that, in its discretion, the Company may prohibit the Eligible Individual from selling such shares even during an open trading window if the Company has concerns over the potential for insider trading.

purchases or sells securities of the Company in violation of the Company’s insider trading guidelines then in effect; # breaches any duty of confidentiality including that required by the Company’s insider trading guidelines then in effect; # fails to assign any invention, technology, or related intellectual property rights to the Company if such assignment is a condition of any agreement between the Company and the Optionee; or # acts in a disloyal manner to the Company.

No Trading. The Company and the Sellers acknowledge and agree that each is aware, and that the Company’s Affiliates are aware (and to the Knowledge of the Seller Parties each of their respective Representatives is aware or, upon receipt of any material nonpublic information of Buyer, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company and each Seller hereby agree that, while such Party is in possession of such material nonpublic information, it shall not purchase or sell any securities of the Buyer), communicate such information to any third party, take any other action with respect to the Buyer in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

Trading Activities. Neither the Buyer nor its affiliates has an open short position (or other hedging or similar transactions) in the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

Compliance Policies. Each EnTrust Entity has implemented all formal codes of ethics, insider trading polices, personal trading policies, written supervisory procedures, written compliance policies, anti-money laundering policies and other policies as required by the Advisers Act and any other applicable Law. A complete and correct copy of each such policy has been made available to the Permal Contributor. Such codes of ethics, insider trading polices, personal trading policies, written supervisory procedures, written compliance policies, anti-money laundering policies and other policies comply in all respects with applicable Law (including the Advisers Act, Anti-Bribery Laws and Trade Control Laws). The policies of the EnTrust Entities as of the date hereof with respect to avoiding conflicts of interest are as set forth in the most recent EnTrust Filings or policy manuals of the EnTrust Entities, as amended, which have been made available to the Permal Contributor. In the past three (3) years, there have been no material violations of such code of ethics, insider trading polices, personal trading policies, written supervisory procedures, anti-money laundering policies and other policies. The EnTrust Entities have conducted an annual compliance review as required by 206(4)-7 of the Advisers Act and no such annual review has identified any material violation or weakness in their respective compliance policies or control environments.

he or she is aware of and understands that he or she is subject to the Insider Trading Policy of the Company and has received a copy of such policy as of the date of this Agreement; and