Notice of Disqualifying Disposition of ISO Shares. If Participant is subject to Tax-Related Items in the United States and sells or otherwise disposes of any of the Shares acquired pursuant to an ISO on or before the later of # two years after the grant date, or # one year after the exercise date, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of any wages or other cash compensation paid to Participant by the Company and/or the Employer or any Parent, Subsidiary or Affiliate.

Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.

From time to time [[Organization B:Organization]] and [[Organization A:Organization]] may agree that certain ISO Containers are no longer necessary for the performance and purposes of the Agreement. In that case, [[Organization A:Organization]] shall have a right of first offer for some or all of such ISO Containers, such right to be exercised no later than thirty (30) Days following notice by [[Organization B:Organization]] of [[Organization B:Organization]]’s intent to sell such ISO Containers. In the event [[Organization A:Organization]] does not purchase the ISO Containers, [[Organization B:Organization]] may require [[Organization A:Organization]] to act as agent of the [[Organization B:Organization]] to sell those ISO Containers on behalf of [[Organization B:Organization]], in which case [[Organization B:Organization]] shall be entitled to the proceeds of sale (net of a five percent (5%) commission for [[Organization A:Organization]] (excluding any sales to Transporter or any Affiliate of Transporter), the reasonable personnel and out of pocket costs and expenses of such sale incurred and paid by [[Organization A:Organization]] and not otherwise reimbursed by [[Organization B:Organization]]). [[Organization A:Organization]] shall use reasonable efforts to obtain for [[Organization B:Organization]] the highest sales price for ISO Containers to be sold. For the absence of doubt, the [[Organization A:Organization]] shall cause each sold ISO Container to be in the condition required by Section 2(c) of this Exhibit.

Disposition of Hedge Shares. [[Organization B:Organization]] hereby agrees that if, in the good faith reasonable judgment of [[Organization A:Organization]], based on the advice of counsel, the Shares (the “Hedge Shares”) acquired by [[Organization A:Organization]] for the purpose of hedging its obligations pursuant to the Transaction in a commercially reasonable manner cannot be sold in the U.S. public market by [[Organization A:Organization]] without registration under the Securities Act, [[Organization B:Organization]] shall, at its election: # in order to allow [[Organization A:Organization]] to sell the Hedge Shares in a

If any Grantee shall make any disposition of shares of Stock issued pursuant to the exercise of an Incentive Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition within ten (10) days hereof.

Disqualifying Activity. If the Committee determines that the Participant has engaged or is engaging in any Disqualifying Activity, then:

Disqualifying Activity. Notwithstanding any other provision of this Agreement, if the Committee determines that Participant is engaging in, or has engaged in, a Disqualifying Activity, the provisions of [Section 10(b)] of the Plan will apply.

Disposition of Warrant or Shares. With respect to any offer, sale or other disposition of this Warrant or any shares of Applicable Stock acquired pursuant to the exercise of this Warrant, the Holder agrees to give written notice to the Company prior thereto, describing briefly the manner

Notwithstanding the foregoing, but subject to adjustments pursuant to Section 13, the number of Shares that are available for ISO Awards, including Shares for which ISO Awards have been granted and Shares reserved for future ISO Awards, shall not exceed 1,000,000 Shares, provided that any Shares that are either issued or purchased under the Plan and forfeited back to the Plan, or surrendered in payment of the exercise price for an Award, shall be available for issuance pursuant to future ISO Awards.

ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code (or any successor section thereto). No ISO may be granted to any Participant who at the time of such grant, owns more than ten percent of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless # the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and # the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either # within two years after the date of grant of such ISO or # within one year after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. All Options granted under the Plan are intended to be nonqualified stock options, unless the applicable Award agreement expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified stock option granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan's requirements relating to nonqualified stock options. In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other person) due to the failure of an Option to qualify for any reason as an ISO.