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Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement under the Securities Act, or an available exemption from registration under the Securities Act, for the issuance of shares of Stock in connection with any Award granted hereby, such issuance of shares of Stock will be delayed until registration of such shares of Stock is effective or an exemption from registration under the Securities Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Securities Act is available, Employee, if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock that Employee may acquire in connection with any Award will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws. Employee also agrees that # the certificates representing such shares of Stock may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, # the Company may refuse to register the transfer of such shares of Stock on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law and # the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares of Stock.

Status of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effectivehereunder unless # a registration statement under the Securities Act,Act is at the time of issuance in effect with respect to the shares issued or # in the opinion of legal counsel of the Company, the shares issued may be issued in accordance with the terms of an availableapplicable exemption from the registration underrequirements of the Securities Act, forAct. THE HOLDER IS CAUTIONED THAT DELIVERY OF STOCK UPON THE VESTING OF AWARD RESTRICTED STOCK GRANTED PURSUANT TO THIS AWARD MAY NOT OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares of Stock subject to the Award will relieve the Company of any liability in connection with any Award granted hereby, such issuancerespect of shares of Stock will be delayed until registration ofthe failure to issue such shares of Stock is effective or an exemption from registration under the Securities Act is available. The Company intendsas to use its best effortswhich such requisite authority has not been obtained. As a condition to ensure that no such delay will occur. In the event exemption from registration under the Securities Act is available, Employee, if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions asany issuance hereunder, the Company may require you to assuresatisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable securities laws. Employee agrees thatlaw or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate persons to make shares of Stock that Employee may acquire in connection with any Award will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws. Employee also agrees that # the certificates representing such shares of Stock may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, # the Company may refuse to register the transfer of such shares of Stock on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law and # the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of such shares of Stock. available for issuance.

StatusSection # Compliance With Laws and Regulations. The grant of Stock. Notwithstanding any other provision of this Agreement, in the absence of an effective registration statement under the Securities Act, or an available exemption from registration under the Securities Act, forAwards and the issuance of shares of Stock in connectionpursuant to an Award shall be subject to compliance with all applicable requirements of Federal, state, local and non-U.S. law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award granted hereby, such issuance ofmay be exercised or shares of Stock will be delayed untilissued pursuant to an Award unless # a registration of such shares of Stock is effective or an exemption from registrationstatement under the Securities Act is available. The Company intends to use its best efforts to ensure that noshall at the time of such delay will occur. In the event exemption from registration under the Securities Act is available, Employee, if requested by the Company to do so, will execute and deliverexercise or issuance be in effect with respect to the Company in writing an agreement containing such provisions asshares issuable pursuant to the Company may require to assure compliance with applicable securities laws. Employee agrees that the shares of Stock that Employee may acquire in connection with any Award will not be soldAward, or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws. Employee also agrees that # the certificates representing such shares of Stock may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, # the Company may refuse to register the transfer of such shares of Stock on the stock transfer records of the Company if such proposed transfer would, in the opinion of legal counsel satisfactory to the Company, constitute a violationCorporation, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Corporation to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Corporation’s legal counsel to be necessary to the lawful issuance and sale of any applicable securities law and #shares hereunder shall relieve the Company may give related instructions to its transfer agent, if any, to stop registrationCorporation of any liability in respect of the transfer offailure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of Stock. any Stock, the Corporation may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Corporation.

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