[Form
of Grant Notice for Directors] 


 





ECO-STIM
ENERGY SOLUTIONS, INC.


2015
STOCK INCENTIVE PLAN


 


PHANTOM
STOCK AWARD GRANT NOTICE


 


Pursuant
to the terms and conditions of the Eco-Stim Energy Solutions, Inc. 2015 Stock Incentive Plan, as amended from time to time (the
“Plan”), Eco-Stim Energy Solutions, Inc. (the “Company”) hereby grants to
the individual listed below (“you” or the “Participant”) the number of shares
of phantom stock (the “Phantom Shares”) set forth below. This award of Phantom Shares (this “Award”)
is subject to the terms and conditions set forth in this Phantom Stock Award Grant Notice (this “Grant Notice”)
and in the Phantom Stock Award Agreement attached hereto as Exhibit A (the “Agreement”) and the
Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings
set forth in the Plan.


 


	Participant:	[●]
	Date
    of Grant:	[●],
    2017
	Total
    Number of Phantom Shares:	[●]
	Vesting
    Schedule:	Subject
    to the Agreement, the Plan and the other terms and conditions set forth herein, so long as you continuously serve as a member
    of the Board from the Date of Grant through each applicable vesting date, the Phantom Shares shall vest in accordance with
    the following schedule:


 


	Number of Full Months From Date of Grant	 	Number of Phantom Shares that Vest	 
	Less than 6 months	 	 	0	%
	6 months	 	 	One-quarter	 
	12 months	 	 	One-quarter	 
	18 months	 	 	One-quarter	 
	24 months	 	 	One-quarter	 



 


	Notwithstanding
the schedule set forth immediately above, the Phantom Shares granted hereunder shall immediately become fully vested as set forth
in Section 3(b) of the Agreement.







By
your signature below, you represent, warrant and covenant to the Company that:


 


(a)
       You have received the Agreement and the Plan, read the terms of the Agreement and the
Plan and have been given the opportunity to consult with counsel, ask questions of or request additional information from the
Company.


 


(b)
       You agree to be bound by the terms and conditions of the Plan and the Agreement (including
this Grant Notice).


 









(c)
       You agree to accept as binding, conclusive and final all decisions or interpretations
of the Committee regarding any questions or determinations that arise under the Agreement (including this Grant Notice) or the
Plan.


 


This
Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts),
each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.


 


[Signature
Page Follows]


 




    	 



     


    


 


IN
WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the
Participant has executed this Grant Notice, effective for all purposes as provided above.


 






	 	COMPANY
	 	 	 
	 	Eco-Stim Energy Solutions, Inc.
	 	 	 
	 	By:	
	 	Name:
    	J.
    Chris Boswell
	 	Its:
    	President
    and Chief Executive Officer




 


	 	PARTICIPANT
	 	 
	 	Name:
    
	 	 
	 	Address:_________________________________________
	 	 


 


Signature
Page to


Phantom
Stock Award Grant Notice



 




    	 	 	 



     


    


 


EXHIBIT
A


 


PHANTOM
STOCK AWARD AGREEMENT


 


This
Phantom Stock Award Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”)
is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Eco-Stim Energy
Solutions, Inc., a Nevada corporation (the “Company”), and [●] (the “Participant”).
Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.


 


1.       Award.
In consideration of the Participant’s past and/or continued service as a member of the Board and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant set forth in the
Grant Notice (the “Date of Grant”), the Company hereby grants to the Participant the number of Phantom
Shares set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement and the Plan, which
is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement,
the terms of the Plan shall control; provided, however, that this Agreement may impose greater restrictions or grant lesser rights
than the Plan. To the extent vested, each Phantom Share represents the right to receive one share of Common Stock, subject to
the terms and conditions set forth in the Grant Notice, this Agreement and the Plan. Unless and until the Phantom Shares have
become vested in the manner set forth in the Grant Notice, the Participant will have no right to receive any Common Stock or other
payments in respect of the Phantom Shares. Prior to settlement of this Award, the Phantom Shares and this Award represent an unsecured
obligation of the Company, payable only from the general assets of the Company.


 


2.       Definitions


 


(a)       “Change
of Control” shall mean the occurrence of any of the following events:


 


(i)       a
merger of the Company with another entity, a consolidation involving the Company, or the sale of all or substantially all of the
assets of the Company to another entity if, in any such case, the holders of equity securities of the Company immediately prior
to such transaction or event do not beneficially own immediately after such transaction or event equity securities of the resulting
entity entitled to 50% or more of the votes then eligible to be cast in the election of directors generally (or comparable governing
body) of the resulting entity in substantially the same proportions that they owned the equity securities of the Company immediately
prior to such transaction or event;


 


(ii)       the
dissolution or liquidation of the Company; or


 


(iii)       the
acquisition by any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act,
of ownership or control (including, without limitation, power to vote) of more than 50% of the combined voting power of the outstanding
securities of the Company.


 


For
purposes of the preceding sentence, (1) “resulting entity” in the context of a transaction or event that is a merger,
consolidation or sale of all or substantially all assets shall mean the surviving entity (or acquiring entity in the case of an
asset sale) unless the surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and
the holders of Common Stock of the Company receive capital stock of such other entity in such transaction or event, in which event
the resulting entity shall be such other entity, and (2) subsequent to the consummation of a merger or consolidation that does
not constitute a Change of Control, the term “Company” shall refer to the resulting entity and the term “Board”
shall refer to the board of directors (or comparable governing body) of the resulting entity.


 




    	 	Exhibit A-1	 



    	 



    

 


(b)       
“Disability” shall mean the inability of the Participant to perform the essential duties and services
of the Participant’s position (after accounting for reasonable accommodation, if applicable) by reason of any physical or
mental impairment or other impairment that can be reasonably expected to result in death or to last for a continuous period of
not less than three (3) months. The Participant shall be considered to have a Disability if the Participant is determined to be
totally disabled by the Social Security Administration.


 


3.       Vesting
of Phantom Shares.


 


(a)       Except
as otherwise set forth in Section 3(b), the Phantom Shares shall vest in accordance with the vesting schedule set forth
in the Grant Notice. In the event that the Participant ceases to serve as a member of the Board prior to the vesting of all of
the Phantom Shares (but after giving effect to any accelerated vesting pursuant to this Section 3), any unvested Phantom
Shares (and all rights arising from such Phantom Shares and from being a holder thereof) will terminate automatically without
any further action by the Company and will be forfeited without further notice and at no cost to the Company.


 


(b)       Notwithstanding
anything in the Grant Notice, this Agreement or the Plan to the contrary and subject to the Participant’s execution of a
wavier and release of claims of the Company, its affiliates and related persons within the time frame provided by the Company
and in the form provided by the Company:


 


(i)       if
the Participant ceases to serve as a member of the Board by reason of the Participant’s death or Disability, any unvested
Phantom Shares shall immediately become fully vested effective as of the date of such cessation; and


 


(ii)       if
a Change of Control occurs on or before the date that the Participant ceases to serve as a member of the Board, any unvested Phantom
Shares shall immediately become fully vested effective as of the date upon which the Change of Control occurs.


 


4.       Settlement
of Phantom Shares. As soon as administratively practicable following the vesting of Phantom Shares pursuant to Section
3, but in no event later than 30 days after such vesting date, the Company shall deliver to the Participant a number of shares
of Common Stock equal to the number of Phantom Shares subject to this Award. All shares of Common Stock issued hereunder shall
be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book-entry
form, as determined by the Committee in its sole discretion. The value of shares of Common Stock shall not bear any interest owing
to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall
be construed to create a trust or a funded or secured obligation of any kind.


 




    	 	A-2	 



     


    

 


5.       Dividend
Equivalents. Each Phantom Share subject to this Award is hereby granted in tandem with a corresponding dividend equivalent
(“DER”), which DER shall remain outstanding from the Date of Grant until the earlier of the settlement
or forfeiture of the Phantom Share to which the DER corresponds. Each vested DER entitles the Participant to receive payments,
subject to and in accordance with this Agreement, in an amount equal to any dividends paid by the Company in respect of the share
of Common Stock underlying the Phantom Share to which such DER relates. The Company shall establish, with respect to each Phantom
Share, a separate DER bookkeeping account for such Phantom Share (a “DER Account”), which shall be credited
(without interest) on the applicable dividend payment dates with an amount equal to any dividends paid during the period that
such Phantom Share remains outstanding with respect to the share of Common Stock underlying the Phantom Share to which such DER
relates. Upon the vesting of a Phantom Share, the DER (and the DER Account) with respect to such vested Phantom Share shall also
become vested. Similarly, upon the forfeiture of a Phantom Share, the DER (and the DER Account) with respect to such forfeited
Phantom Share shall also be forfeited. DERs shall not entitled the Participant to any payments relating to dividends paid after
the earlier to occur of the applicable Phantom Share settlement date or the forfeiture of the Phantom Share underlying such DER.
Payments with respect to vested DERs shall be made as soon as practicable, and within 60 days, after the date that such DER vests.


 


6.       Tax
Withholding. The Participant is responsible for all tax obligations that arise in connection with this Award. To the extent
that the Company is required to withhold any taxes in connection with the receipt, vesting or settlement of this Award, the Participant
shall make arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and
other tax obligations relating to this Award, which arrangements include the delivery of cash or cash equivalents, Common Stock
(including previously owned Common Stock, net settlement, a broker-assisted sale, or other cashless withholding or reduction of
the shares of Common Stock otherwise issuable or delivered pursuant to this Award), other property, or any other legal consideration
the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of previously owned
Common Stock, the number of shares of Common Stock that may be so withheld (or surrendered) shall be the number of shares of Common
Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax
liabilities determined based on the minimum withholding rates for federal, state, local and/or foreign tax purposes, including
payroll taxes, that may be utilized without creating adverse accounting, tax or other consequences for the Company with respect
to this Award, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the
receipt, vesting or settlement of this Award or disposition of the underlying shares and that the Participant has been advised,
and hereby is advised, to consult a tax advisor. The Participant represents that he is in no manner relying on the Board, the
Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized
representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and
financial representatives) for tax advice or an assessment of such tax consequences.


 




    	 	A-3	 



     


    

 


7.       FCPA.
The Participant shall perform all duties on behalf of the Company in strict compliance with the laws of the State of Texas and
the United States of America in effect from time to time, including without limitation, the Foreign Corrupt Practices Act of 1977
and amendments thereto (“FCPA”) and the export control and anti-boycott laws and regulations of the
United States in effect from time to time while this Agreement is in effect. The
Participant acknowledges having received and reviewed a copy of the Company’s FCPA compliance policy in effect as of the
date of this Agreement. The Participant acknowledges that the FCPA in general makes it a crime under United States law for a U.S.
firm such as the Company knowingly to make payments to a foreign governmental official, or political party or candidate, directly
or indirectly, in order to receive or retain business. Accordingly, the Participant shall not make on behalf of the Company any
payments, loans or gifts or promises or offers of payments, loans or gifts of any money or anything of value, directly or indirectly,


 


(a)       to
or for the use or benefit of any official or employee of any United States or foreign government or the agency or instrumentalities
of any such government


 


(b)       to
any political party or official or candidate thereof


 


(c)       to
any other person if the Participant knows or has reason to suspect that any part of such payment, loan or gift will be directly
or indirectly given or paid to any such governmental official or political party or candidate or official thereof, or


 


(d)       to
any other person or entity, the payment of which would violate either the laws or policies of United States any foreign country.


 


The
Participant represents and warrants that on the date of this Agreement neither the Participant nor any family member living in
the Participant’s household is an official or employee of (i) any foreign government or an international organization covered
by the FCPA or similar laws, or any department, agency, or instrumentality thereof, (ii) a political party in any foreign country
or an official thereof, (iii) a candidate for political office in any foreign country, or (iv) a person acting in an official
capacity for or on behalf of any foreign government or any international organization covered by the FCPA or similar laws, or
any department, agency, or instrumentality thereof.


 


8.       Non-Transferability.
During the lifetime of the Participant, the Phantom Shares may not be sold, pledged, assigned or transferred in any manner other
than by will or the laws of descent and distribution, unless and until the shares of Common Stock underlying the Phantom Shares
have been issued, and all restrictions applicable to such shares have lapsed. Neither the Phantom Shares nor any interest or right
therein shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall
be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such
disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except
to the extent that such disposition is permitted by the preceding sentence.


 




    	 	A-4	 



     


    

 


9.       Compliance
with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of shares of Common
Stock hereunder will be subject to compliance with all applicable requirements of applicable law with respect to such securities
and with the requirements of any stock exchange or market system upon which the Common Stock may then be listed. No shares of
Common Stock will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation or the
requirements of any stock exchange or market system upon which the Common Stock may then be listed. In addition, shares of Common
Stock will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such
issuance with respect to the shares to be issued or (b) in the opinion of legal counsel to the Company, the shares to be issued
are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities
Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the
Company’s legal counsel to be necessary for the lawful issuance and sale of any shares of Common Stock hereunder will relieve
the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been
obtained. As a condition to any issuance of Common Stock hereunder, the Company may require the Participant to satisfy any requirements
that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation
or warranty with respect to such compliance as may be requested by the Company.


 


10.       Legends.
If a stock certificate is issued with respect to shares of Common Stock delivered hereunder, such certificate shall bear such
legend or legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement and to ensure
compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the Securities and
Exchange Commission, any applicable laws or the requirements of any stock exchange on which the Common Stock is then listed. If
the shares of Common Stock issued hereunder are held in book-entry form, then such entry will reflect that the shares are subject
to the restrictions set forth in this Agreement.


 


11.       Rights
as a Stockholder; Stockholder Rights Agreement. The Participant shall have no rights as a stockholder of the Company with
respect to any shares of Common Stock that may become deliverable hereunder unless and until the Participant has become the holder
of record of such shares of Common Stock, and, if required by the Company, being subject to and bound by, the Company’s
Amended and Restated Stockholder Rights Agreement (as amended from time to time), among the Company and its stockholders (the
“Stockholder Rights Agreement”), and no adjustments shall be made for dividends in cash or other property,
distributions or other rights in respect of any such shares of Common Stock, except as otherwise specifically provided for in
the Plan or this Agreement. The Participant acknowledges that the shares of Common Stock delivered hereunder shall be subject
to the terms of the Stockholder Rights Agreement.


 


12.       Execution
of Receipts and Releases. Any issuance or transfer of shares of Common Stock or other property to the Participant or the
Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction
of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant
or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided
to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period
under such release will not modify the date of settlement with respect to vested Phantom Shares.


 




    	 	A-5	 



     


    

 


13.       No
Right to Continued Service or Awards. Nothing in the adoption of the Plan, nor the award of the Phantom Shares thereunder
pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued service as a member
of the Board, or affect in any way the right of the Company to terminate such service relationship at any time. The grant of the
Phantom Shares is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits
in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.


 


14.       Lock-Up
Period. If so requested by the Company or any representative of the underwriters in connection with an underwritten public
offering of the Company’s securities (a “Public Offering”), the Participant (or other holder)
shall not sell or otherwise transfer or distribute any Common Stock or other securities of the Company (or any securities convertible
or exchangeable or exercisable for Common Stock or engage in any hedging transactions relating to Common Stock) during the period
beginning 14 days prior to the expected date of the “pricing” of such Public Offering and continuing for the 180-day
period (or such other period as may be requested in writing by such underwriters and agreed to in writing by the Company) following
the effective date of such Public Offering. The Company may impose stop-transfer instructions with respect to securities subject
to the foregoing restrictions until the end of such period.


 


15.       Legal
and Equitable Remedies. The Participant acknowledges that a violation or attempted breach of any of the Participant’s
covenants and agreements in this Agreement will cause such damage as will be irreparable, the exact amount of which would be difficult
to ascertain and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the Company
and its Affiliates shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining
the Participant or the affiliates, partners or agents of the Participant from such breach or attempted violation of such covenants
and agreements, as well as to recover from the Participant any and all costs and expenses sustained or incurred by the Company
or any of its Affiliates in obtaining such an injunction, including, without limitation, reasonable attorneys’ fees. The
parties to this Agreement agree that no bond or other security shall be required in connection with such injunction. Any exercise
by either of the parties to this Agreement of its rights pursuant to this Section 15 shall be cumulative and in addition to any
other remedies to which such party may be entitled. 


 


16.       Notices.
All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following
addresses (or at such other address for a party as shall be specified by like notice):


 


If
to the Company, unless otherwise designated by the Company in a written notice to the Participant (or other holder):


 


Eco-Stim
Energy Solutions, Inc.


Attn:
General Counsel


2930
W. Sam Houston Pkwy N., Suite 275


Houston, TX 77043


 




    	 	A-6	 



     


    

 


If
to the Participant, to the address for the Participant indicated on the signature page to this Agreement (as such address may
be updated by the Participant providing written notice to such effect to the Company).


 


Any
notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have
been duly given to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon
receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed
to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day
after the day it is so placed in the mail.


 


17.       Consent
to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees,
to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver
(including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements,
annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered
by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet
to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or
may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required
to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or
her manual signature.


 


18.       Agreement
to Furnish Information. The Participant agrees to furnish to the Company all information requested by the Company to enable
it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation.


 


19.       Entire
Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter
hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect
to the Phantom Shares granted hereby; provided ̧ however, that the terms of this Agreement shall not modify and shall be
subject to the terms and conditions of any service or consulting agreement between the Company (or any of its Affiliate or other
entity) and the Participant in effect as of the date a determination is to be made under this Agreement. Without limiting the
scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties
hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in
its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however,
that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the
Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.


 


20.       Severability
and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable,
then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision
of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach of this Agreement
or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any
party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action
at any time while or after such breach or condition giving rise to such rights continues.


 




    	 	A-7	 



     


    

 


21.       Clawback.
Notwithstanding any provision in the Grant Notice, this Agreement or the Plan to the contrary, to the extent required by (a)
applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act
of 2010, any Securities and Exchange Commission rule or any applicable securities exchange listing standards and/or (b) any policy
that may be adopted or amended by the Board from time to time, all shares of Common Stock issued hereunder shall be subject to
forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy.


 


22.       Governing
Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of TEXAS applicable to contracts made and to be performed therein, exclusive of the conflict of laws provisions
of TEXAS LAW.


 


23.       Successors
and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This
Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions
on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s
beneficiaries, executors, administrators and the person(s) to whom the Phantom Shares may be transferred by will or the laws of
descent or distribution.


 


24.       Headings.
Headings are for convenience only and are not deemed to be part of this Agreement.


 


25.       Counterparts.
The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format
(.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of the Grant Notice.


 


26.       Section
409A. Notwithstanding anything herein or in the Plan to the contrary, the Phantom Shares granted pursuant to this Agreement
are intended to be exempt from the applicable requirements of Section 409A of the Code, as amended from time to time, including
the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto (the “Nonqualified
Deferred Compensation Rules”), and shall be limited, construed and interpreted in accordance with such intent. Notwithstanding
the foregoing, the Company and its Affiliates make no representations that the Phantom Shares provided under this Agreement are
exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any of its Affiliates
be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on
account of non-compliance with the Nonqualified Deferred Compensation Rules.


 




    	 	A-8