Notwithstanding anything contained in this Agreement or the Plan, the Company may not take any actions hereunder, and no award shall be granted or shares shall be issued, that would violate the Securities Act of 1933, as amended (the “Act”), the Securities Exchange Act of 1934, as amended, the Code, or any other securities or tax or other applicable law or regulation. Notwithstanding anything to the contrary contained herein, the shares issuable upon vesting shall not be issued unless such offering of shares is registered under the Act, or, if such offering is not so registered, the Company has determined that such offering would be exempt from the registration requirements of the Act and any applicable state securities laws.