Regardless of any action taken by the Company or any other Participating Company with respect to any or all income tax, social insurance, National Insurance Contributions, payroll tax, payment on account or other tax-related amounts, if any, or other tax-related withholding obligations in connection with any aspect of the Option, including the grant, vesting, or exercise of the Option, the subsequent sale of shares acquired pursuant to such settlement, or the receipt of any dividends (the “ Tax Withholding Obligations ”), the Participant acknowledges that the ultimate liability for all Tax Withholding Obligations legally due by the Participant is and remains the Participant’s responsibility.  In addition to the Tax Withholding Obligations, the Company shall have the right to require the Participant to assume the obligation for such social insurance, payroll tax or other tax-related amounts, if any, as are required by law to be paid by the Participating Company Group with respect to the Option or the shares acquired pursuant thereto which the Participating Company Group determines, in its discretion, to charge to the Participant (the “ Employer Tax Obligations ,” and, together with the Tax Withholding Obligations , the “ Tax Obligations ”).  The Participant acknowledges that the Company (a) makes no representations or undertakings regarding the treatment of any Tax Obligations and (b) does not commit to structure the terms of the grant or any other aspect of the Option to reduce or eliminate the Participant’s liability for Tax Obligations.  At the time of exercise of the Option or as otherwise required by the Company, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligations.  In this regard, at the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company or any other Participating Company, the Participant hereby authorizes withholding of all applicable Tax Obligations from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for withholding of all applicable Tax Obligations, if any, by each Participating Company which arise in connection with the Option.  Alternatively, or in addition, if permissible under applicable law, including Local Law, the Company or any other Participating Company may (i) sell or arrange for the sale of shares acquired by the Participant to satisfy the Tax Obligations, and/or (ii) withhold in shares, provided that only the amount of shares necessary to satisfy the minimum amount of Tax Withholding Obligations required by applicable law, including Local Law, is withheld.  Finally, the Participant shall pay to the Company or any other Participating Company any amount of the Tax Obligations that that cannot be satisfied by the means previously described.  The Company shall have no obligation to process the exercise of the Option or to deliver shares until the Tax Obligations as described in this Section have been satisfied by the Participant.