Transfer or Resale. Such Stock Payee understands that # the sale or resale of the Shares have not been and are not being registered under the Securities Act or any state securities laws, and the Shares may not be transferred unless # the transfer is made pursuant to and as set forth in an effective registration statement under the Securities Act covering the Shares; or # such Stock Payee shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or # sold under and in compliance with Rule 144 promulgated under the Securities Act (including any successor rule, “Rule 144”); or # sold or transferred to an affiliate of such Stock Payee that agrees to sell or otherwise transfer the Shares only in accordance with the provisions of this Section 4.7, and that is an Accredited Investor; and # neither the Company nor any other person is under any obligation to register the Shares under the Securities Act or any state securities laws.

Transfer or Resale. Such Buyer understands that: # the Placement Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless # subsequently registered thereunder, # such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Placement Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or # such Buyer provides the Company with reasonable assurance that such Placement Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); # any resale of the Placement 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 Placement Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 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 Placement Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Placement Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Placement Securities and such pledge of Placement Securities shall not be deemed to be a transfer, sale or assignment of the Placement Securities hereunder, and no Buyer effecting a pledge of Placement Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

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.

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.

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.

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. Shareholder agrees that, at all times during the period beginning on the date hereof and ending at the Expiration Time, Shareholder shall not Transfer (as defined below) any of the Shares or any New Shares (as defined in Section 1(b) hereof), or make any agreement regarding any Transfer, in each case without the prior written consent of the [[Organization B:Organization]]. Shareholder agrees that any Transfer in violation of this Agreement shall be void and of no force or effect. Notwithstanding anything to the contrary contained herein, Shareholder’s participation in the Offer (as defined in the Merger Agreement) shall not be deemed a Transfer and shall not be limited by the terms of this Agreement.

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 continuous employment requirement in paragraph 5(a). If the Participant transfers employment pursuant to this paragraph 5(b), the Participant will still be required to satisfy the definition of “Full Retirement” or “Early Retirement” under paragraph 7 of this Agreement in order to be eligible for the accelerated vesting provisions in connection with a “Full Retirement” or “Early Retirement”, as applicable.