The parties hereto recognize that the Company or an Affiliate may be obligated to withhold federal and state taxes or other taxes upon the vesting of the Restricted Shares, or, in the event that Recipient elects under Section 83(b) of the Internal Revenue Code of 1986, as amended from time to time (together with any regulations promulgated thereunder, the “ Code ”) to report the receipt of the Restricted Shares as income in the year of receipt. Recipient agrees that, at such time, if the Company or an Affiliate is required to withhold such taxes, Recipient will promptly pay, in cash upon demand (or in any other manner permitted by the Company), to the Company or an Affiliate such amounts as shall be necessary to satisfy such obligation. Notwithstanding the preceding sentence, in the event and to the extent that the Company or an Affiliate is required to withhold for federal and state taxes or other taxes upon the vesting of the Restricted Shares then Recipient may, to the extent permitted by applicable law, satisfy the obligation for the payment of such taxes by directing the Company to retain Restricted Shares otherwise deliverable under this Agreement (up to Recipient’s minimum required tax withholding rate) based upon the then trading market value of such shares. Recipient further acknowledges that the Company has directed Recipient to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Recipient may reside, and the tax consequences of Recipient’s death.