No Guarantee of Interests. The Board and the Company do not guarantee the Stock of the Company from loss or depreciation.

No Guarantee of Placement, Etc. The Company acknowledges and agrees that # there can be no assurance that the Agent will be successful in placing Shares; # the Agent will incur no liability or obligation to the Company or any other Person if it does not sell Shares; and # the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company.

No Guarantee of Success. Allogene and [[Cellectis:Organization]] acknowledge and agree that payments to [[Cellectis:Organization]] pursuant to Sections 5.1 and 5.2: # have been included in this Agreement on the basis that they are only payable or otherwise relevant if an Allogene Licensed Product is successfully Developed or Commercialized, as applicable; # are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of an Allogene Licensed Product between Allogene (who will receive all Allogene Licensed Product sales revenues) and [[Cellectis:Organization]]; # are not intended to be used and will not be used as a measure of damages if this Agreement is terminated for any reason, including pursuant to Allogene’s right to terminate at for convenience, before any such success is achieved and such amounts become due; and # will only be triggered, and will only be relevant as provided, in accordance with the terms and conditions of such provisions. Allogene and [[Cellectis:Organization]] further acknowledge and agree that nothing in this Agreement will be construed as representing any estimate or projection of # the successful Development or Commercialization of any Allogene Licensed Product under this Agreement, # the number of Allogene Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, # anticipated sales or the actual value of any Allogene Licensed Products that may be successfully Developed or Commercialized under this Agreement or # the damages, if any, that may be payable if this Agreement is terminated for any reason. Allogene makes no representation, warranty or covenant, either express or implied, that # it will successfully Develop, Manufacture, Commercialize or continue to Develop, Manufacture or Commercialize any Allogene Licensed Product in any country, # if Commercialized, that any Allogene Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or # Allogene will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Allogene Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 2.2.

No Guarantee of Placement, Etc. The Company acknowledges and agrees that # there can be no assurance that the Agent will be successful in placing Shares; # the Agent will incur no liability or obligation to the Company or any other Person if it does not sell Shares; and # the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company.

The guarantee contained in this Section 2 is a continuing guarantee of payment and performance and not merely of collectability. Each Guarantor waives diligence, presentment, protest, marshaling, demand for payment, notice of dishonor, notice of default and notice of nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Obligations. Without limiting the generality of the foregoing, this Guaranty and the obligations of each Guarantor hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, set-off, defense, counterclaim, discharge or termination for any reason (other than a Discharge of the Guaranteed Obligations).

No Guarantee of Employment. This Plan is not an employment policy or contract. It does not give a Participant the right to remain an Employee of the Bank, nor does it interfere with the Bank’s right to discharge a Participant. It also does not require a Participant to remain an Employee nor interfere with a Participant’s right to terminate employment at any time.

No Guarantee of Benefits. Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefits hereunder.

No Guarantee of Placement, Etc. The Company acknowledges and agrees that # there can be no assurance that the Agent will be successful in placing Shares, # the Agent will incur no liability or obligation to the Company or any other Person if it does not sell Shares and # the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company.

No Guarantee of Employment. The granting of Restricted Stock will not confer upon the Participant any right to continued employment with the Company, nor will it interfere in any way with the right of the Company to terminate the employment of the Participant at any time, with or without cause.

No Guarantee of Employment. Nothing set forth herein or in the Plan shall confer upon the Grantee any right of continued employment for any period by the Hexcel Group, or shall interfere in any way with the right of the Hexcel Group to terminate such employment.