Transfer or Resale. Such Holder understands that, except as set forth in [Section 9]: # the Securities have not been and are not being registered under the Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless # subsequently registered thereunder, # such Holder shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Holder, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or # such Holder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Act (or a successor rule thereto) (collectively, “Rule 144”); # any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Act) may require compliance with some other exemption under the Act or the rules and regulations of the SEC promulgated thereunder; and # neither the Company nor any other person is under any obligation to register the Securities under the Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

No later than December 9. 2019, the Company shall # file with the Securities and Exchange Commission, or # have filed with the SEC, a resale registration statement (together with any New Resale Registration Statement (as defined below), the “Resale Registration Statement”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Restricted Note Shares (the “Registrable Securities”) shall be included (on the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by the ​. The Company shall file the Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its best efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than the earlier of: # 120 days following the date of the Closing, and # five business days after the date the Company receives written notification from the SEC that the Resale Registration Statement will not be reviewed. The Company agrees to use its best efforts to maintain the effectiveness of the Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing one or more new registration statements (each, a “New Resale Registration Statement”) relating to the Registrable Securities as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of # four (4) years following the date of effectiveness of the Resale Registration Statement, or # the date on which the ​ no longer hold any Registrable Securities covered by such Resale Registration Statement.

The Vendor acknowledges and agrees that, to the extent that the Consideration Shares shall be subject to resale restrictions under Securities Laws, then the terms of such resale restrictions shall be endorsed on the certificates representing such Consideration Shares as a printed legend, and the Consideration Shares may not be sold, transferred or otherwise disposed except in accordance with exemptions from, or in a transaction not subject to, the prospectus and registration requirements of the Securities Laws and in each case only in accordance with all Securities Laws. The Vendor agrees to comply with such resale restrictions.

Resale Restriction. The Restricted Stock issued as part of this transaction shall be subject to a resale restriction for one year from the date the transaction is finalized. During this period, the shares cannot be sold, transferred, or otherwise disposed of.

Resale Certificate. ​ agrees to provide Kx with a valid Resale Certificate for the ​ Applications. If the resale certificate is not accepted by the applicable taxing authority or if Kx is otherwise obligated to pay any sales tax based on ​’s distribution of ​ Applications, ​ agrees to pay Kx all sales tax, interest and penalties that Kx is assessed by the taxing authority for the relevant transactions.

The Purchaser understands that the Sale Shares of the Company have not been and are not being registered under the Securities Act of 1933 or any state securities laws, and may not be

Transfer. Transfer of employment from Verizon to a Related Company, from a Related Company to Verizon, or from one Related Company to another Related Company shall not constitute a separation from employment hereunder, and service with a Related Company shall be treated as service with the Company for purposes of the five-year continuous employment requirement in paragraph 5(c).

Transfer. Except as may be effected by will or other testamentary disposition or by the laws of descent and distribution, the Units are not transferable, whether by sale, assignment, exchange, pledge, or hypothecation, or by operation of law or otherwise before they vest and are settled, and any attempt to transfer the Units in violation of this [Section 3] will be null and void.

Transfer. For purposes of clarity, should an Eligible Employee transfer business units during a Plan Year, such Eligible Employee’s Salary Deferrals and Matching Contributions, if any, shall not change during that Plan Year.