**Exhibit 10.8**

**INTCOMEX, INC.**

**2007 FOUNDERS’ GRANT STOCK OPTION PLAN**

1. Purposes of the Plan. The purposes of this Plan are: 

 

 

 

The Plan permits the grant of Incentive Stock Options with respect to shares of its Class B Non-Voting Common Stock (the “Class B Stock”). 

2. Definitions. As used herein, the following definitions will apply: 

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of thePlan. 

(b) “Affiliate” means, with respect to any party, any Person which directly or indirectly through one or moreintermediaries controls, or is controlled by or is under common control with, such party. The term “control” as used herein means the possession, directly or indirectly, of the power to cause the direction of the management and policies ofa Person, whether through the ownership of voting securities, by contract or otherwise. 

(c) “Applicable Laws” means therequirements relating to the administration of equity-based awards or equity compensation plans under the State of Delaware corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the commonstock of the Company is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan. 

(d) “Award” means, individually or collectively, a grant under the Plan of Options as provided herein. 

(e) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms andconditions of the Plan. 

(f) “Awarded Stock” means the Shares subject to an Award. 

(g) “Board” means the Board of Directors of the Company. 

(h) “Change in Control” means the occurrence of any of the following events: 

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50.0%) of the total voting power represented by theCompany’s then outstanding voting securities; 

(ii) The consummation of the sale or disposition by the Company of all orsubstantially all of the Company’s assets; or 

(iii) The consummation of a merger or consolidation of the Company with any othercorporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securitiesof the surviving entity or its parent) at least fifty percent (50.0%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger orconsolidation. 

(i) “Class B Stock” means the Class B non-voting common stock of the Company. 

(j) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to anysuccessor or amended section of the Code. 

(k) “Committee” means a committee of Directors or other individuals satisfyingApplicable Laws appointed by the Board in accordance with Section 4 of the Plan. 

(l) “Company” means Intcomex, Inc.,a Delaware corporation, or any successor thereto. 

(m) “Director” means a member of the Board. 

(n) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case ofAwards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(o) “Dividend Equivalent” means a credit, made at the discretion of the Administrator, to the account of a Participant inan amount equal to the value of dividends paid on one Share for each Share represented by an Award held by such Participant. 

(p)“Employee” means any person, including Officers and Directors, employed by the Company or any Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient toconstitute “employment” by the Company. 

(q) “Exchange Act” means the Securities Exchange Act of 1934, asamended. 

 

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(r) “Exchange Program” means a program under which (i) outstanding Awards aresurrendered or cancelled in exchange for Awards of the same type (which may have lower exercise prices and different terms), Awards of a different type, and/or cash, and/or (ii) the exercise price of an outstanding Award is reduced. The termsand conditions of any Exchange Program will be determined by the Administrator in its sole discretion. 

(s) “Fair MarketValue” means, as of any date, the value of the common stock of the Company determined in good faith by the Administrator and complying with all federal, state, and local income tax statutes and for such other purposes as the Administratordeems appropriate, the Fair Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by it from time to time. 

(t) “Fiscal Year” means the fiscal year of the Company. 

(u) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 

(v) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an IncentiveStock Option. 

(w) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of theExchange Act and the rules and regulations promulgated thereunder. 

(x) “Option” means a stock option granted pursuant tothe Plan. 

(y) “Optionee” means a holder of an Option granted pursuant to the Plan. 

(z) “Participant” means the holder of an outstanding Award granted under the Plan. 

(aa) “Permitted Transferee” shall mean any Affiliate of a shareholder that, upon becoming a transferee of shares of common stock of suchshareholder agrees to become a party to this Agreement and to assume the rights and obligations of the transferring shareholder under this Agreement with respect to the transferred shares (it being specified that the transferring shareholders shallupon such assumption no longer enjoy and be released from such rights and obligations with respect to such transferred shares). 

(bb)“Person” means any natural person, corporation, limited liability company, unincorporated organization, trust, joint-stock company, joint venture, association, company, partnership, any other entity, or government, or any agency orpolitical subdivision of any government. 

(cc) “Plan” means this 2007 Founders’ Grant Stock Option Plan. 

(dd) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is beingexercised with respect to the Plan. 

 

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(ee) “Section 16(b)” means Section 16(b) of the Exchange Act. 

(ff) “Service Provider” means an Employee or Director. 

(gg) “Share” or “Shares” means the shares of common stock of the Company, whether voting or Class B Stock. 

(hh) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) ofthe Code. 

(ii) “Transfer” means any sale, devise, inheritance, pledge, gift, encumbrance or other disposition of commonstock. 

3. Stock Subject to the Plan. 

(a) In General. Subject to the provisions of Section 10 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 1,700, all of which are issued pursuant to NonstatutoryStock Options or Incentive Stock Options. The Shares may be authorized, but unissued, or reacquired non-voting common stock. Shares shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settledin cash. Upon payment of Shares pursuant to the exercise of an Award, the number of Shares available for issuance under the Plan shall be reduced only by the number of Shares actually issued in such payment. 

(b) Share Reserve. The Company, during the term of the Plan, shall at all times reserve and keep available such number of Shares as will besufficient to satisfy the requirements of the Plan. 

4. Administration of the Plan. 

(a) Procedure. 

(i) MultipleAdministrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan. 

(ii)Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. 

(iii) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, whichcommittee will be constituted to satisfy Applicable Laws. 

(iv) Delegation of Authority for Day-to-Day Administration. Except tothe extent prohibited by Applicable Law, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may be revoked at any time.

 

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(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of aCommittee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion: 

(i) to determine the Fair Market Value; 

(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder; 

(iv) to approve forms of agreement for use under the Plan; 

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or timeswhen Awards may be exercised, any vesting acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator,in its sole discretion, will determine; 

(vi) to institute an Exchange Program; 

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; 

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established forthe purpose of satisfying applicable foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws; 

(ix)to modify or amend each Award (subject to Section 14(c) of the Plan), including (A) the discretionary authority to extend the post-termination exercise period of Awards longer than is otherwise provided for in the Plan and(B) accelerate the satisfaction of any vesting criteria or waiver of forfeiture or repurchase restrictions; 

(x) to allowParticipants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares or cash to be issued upon exercise or vesting of an Award that number of Shares or cash having a Fair Market Value equal to the minimumamount required to be withheld. The Fair Market Value of any Shares to be withheld will be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for thispurpose will be made in such form and under such conditions as the Administrator may deem necessary or advisable; 

(xi) to authorize anyperson to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator, 

 

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(xii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares thatwould otherwise be due to such Participant under an Award; 

(xiii) to determine whether Awards will be settled in Shares, cash or in anycombination thereof; 

(xiv) to determine whether Awards will be adjusted for Dividend Equivalents; 

(xv) to establish a program whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in exchange forAwards under the Plan; 

(xvi) to impose such restrictions, conditions or limitations as it determines appropriate as to the timing andmanner of any resale by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy, and(B) restrictions as to the use of a specified brokerage firm for such resale or other transfers; and 

(xvii) to make all otherdeterminations deemed necessary or advisable for administering the Plan. 

(c) Effect of Administrator’s Decision. TheAdministrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards. 

5. Eligibility. Incentive Stock Options may be granted only to Employees. In the event any grant hereunder does not qualify as an Incentive Stock Option, it shall be deemed to be a Nonstatutory Stock Option. 

6. Limitations. 

(a) ISO $100,000Rule. Each Option will be designated, at the discretion of the Administrator, in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, any options designated as Incentive Stock Options will be so onlyto the extent allowable under the Code. 

(b) Special Limits for Grants of Options. Subject to Section 10 of the Plan, themaximum number of Shares that may be subject to Options granted to any Service Provider in any calendar year shall equal 250 Shares, plus any Shares which were available under this Section for Awards to such Service Provider in any prior calendaryear but which were not covered by such Awards. 

(c) No Rights as a Service Provider. Neither the Plan nor any Award shall conferupon a Participant any right with respect to continuing his or her relationship as a Service Provider, nor shall they interfere in any way with the right of the Participant or the right of the Company or its’ Subsidiaries to terminate suchrelationship at any time, with or without cause. 

 

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(d) Status of the Stock Option. Certain of the Options granted hereby are intended to qualify as“incentive stock options” under Section 422 of the Code, but the Company does not represent or warrant that such options qualify as such. The Participant should consult with his or her own tax advisors regarding the tax effects ofthis Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. To the extent any portion of the Option does not so qualify as an“incentive stock option,” such portion shall be deemed to be a Nonstatutory Stock Option. Unless the Participant obtains the approval of the administrator or the shares are publicly traded, the Participant shall not dispose of (whether bysale, gift, transfer or otherwise) any Shares acquired pursuant to the exercise of an Option within the one-year period beginning on the date after the transfer of such Shares to him or her, or within the two-year period beginning on the day afterthe grant of the Option. 

7. Stock Options. 

(a) Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or such shorter term asmay be provided in the Award Agreement. 

(b) Option Exercise Price and Consideration. 

(i) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by theAdministrator, but will be no less than 100% of the Fair Market Value per Share on the date of grant. 

(ii) Waiting Period and ExerciseDates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. The Administrator, in its solediscretion, may accelerate the satisfaction of such conditions at any time. 

(c) Form of Consideration. The Administrator willdetermine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Suchconsideration, to the extent permitted by Applicable Laws, may consist entirely of: 

(i) cash; 

(ii) check; 

(iii) promissory note;

(iv) other shares which meet the conditions established by the Administrator to avoid adverse accounting consequences (as determined bythe Administrator); 

(v) consideration received by the Company under a cashless exercise program implemented by the Company in connectionwith the Plan; 

 

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(vi) a reduction in the amount of any Company liability to the Participant, including any liabilityattributable to the Participant’s participation in any Company-sponsored deferred compensation program or arrangement; 

(vii) anycombination of the foregoing methods of payment; or 

(viii) such other consideration and method of payment for the issuance of Shares tothe extent permitted by Applicable Laws. 

(d) Exercise of Option. 

(i) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and atsuch times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. 

An Option will be deemed exercised when the Company receives: (x) written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option, and(y) full payment for the Shares with respect to which the Option is exercised (including provision for any applicable tax withholding). Full payment may consist of any consideration and method of payment authorized by the Administrator andpermitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a dulyauthorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the Awarded Stock, notwithstanding the exercise of the Option. The Company will issue (or cause to beissued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 10 of the Plan or theapplicable Award Agreement. 

Exercising an Option in any manner will decrease the number of Shares thereafter available for sale under theOption, by the number of Shares as to which the Option is exercised. 

(ii) Termination of Relationship as a Service Provider. If aParticipant ceases to be a Service Provider, other than upon the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Optionis vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three(3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion ofthe Option will be released from the reserve created pursuant to Section 3(b) of this Plan. If after termination the Participant does not exercise his or her Option as to all of the vested Shares within the time specified by the Administrator,the Option will terminate. 

(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of theParticipant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the 

 

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Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). Inthe absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination theParticipant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will be released from the reserve created pursuant to Section 3(b) of this Plan. If after termination the Participant does notexercise his or her Option as to all of the vested Shares within the time specified by the Administrator, the Option will terminate, and the remaining Shares covered by such Option will be released from the reserve created pursuant toSection 3(b) of this Plan. 

(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may beexercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration ofthe term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no suchbeneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the persons) to whom the Option is transferred pursuant to the Participant’s will or inaccordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s death. Unless otherwise provided by theAdministrator, if at the time of death the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will be released from the reserve created pursuant to Section 3(b) of this Plan. Ifthe Option is not exercised as to all of the vested Shares within the time specified by the Administrator, the Option will terminate, and the remaining Shares covered by such Option will be released from the reserve created pursuant toSection 3(b) of this Plan. 

8. Leaves of Absence. Unless theAdministrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence and will resume on the date the Participant returns to work on a regular schedule as determined by the Company;provided, however, that no vesting credit will be awarded for the time vesting has been suspended during such leave of absence. A Service Provider will not cease to be an Employee in the case of (i) any leave of absence approvedby the Company or (ii) transfers between locations of the Company or between the Company or any Subsidiary. For purposes of Incentive Stock Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration ofsuch leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three months following the 91st day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for taxpurposes as a Nonstatutory Stock Option. 

9. Non-Transferability of Awards. Unless determined otherwise by the Administrator, anAward may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. Ifthe Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate. 

 

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10. Adjustments; Dissolution or Liquidation; Change in Control. 

(a) Adjustments. In the event that any dividend (except those paid in the ordinary course of business) or other distribution (whether in the formof cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the Company,or other change in the corporate structure of the Company affecting the Shares occurs, such that an adjustment is determined by the Administrator (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefitsor potential benefits intended to be made available under the Plan, then the Administrator shall, in such manner as it may deem equitable, adjust the number and class of Shares which may be delivered under the Plan, the number, class and price ofShares subject to outstanding awards, and the numerical limits in Section 6. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number. 

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify eachParticipant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise his or her Award, to the extent applicable, until ten(10) days prior to such transaction as to all of the Awarded Stock covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option orforfeiture rights applicable to any Award shall lapse 100%, and that any Award vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not beenpreviously exercised or vested, an Award will terminate immediately prior to the consummation of such proposed action. 

(c) Change inControl. In the event of a Change in Control other than in the event of a public offering (whether primary or secondary) of the Company’s common stock, the Company shall have the right to terminate each or any Award then outstanding (vestedor unvested and to the extent unexercised), in which case the Company, or the successor or acquiror in such Change in Control transaction, shall pay to each Participant that held an Award that is so cancelled an amount in cash equal to the aggregate“net” value of the Shares underlying his/her terminated Award, which amount shall be calculated by subtracting the aggregate Exercise Price of each such Participant’s Award from the product of, (i) the number of Shares underlyingsuch Award, times (ii) the per share consideration paid to the holders of the Company’s common stock in the Change in Control transaction, as determined by the Committee. The termination of Awards and related cash payments under thissection shall occur immediately prior to the Change in Control. 

11. Date of Grant. The date of grant of an Award will be, for allpurposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable timeafter the date of such grant. 

 

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12. Conversion of Shares. In the event the Company sells its common stock in a public offering(which may not otherwise constitute a Change in Control), each Share underlying an outstanding Award of Awarded Stock shall be converted into an equivalent number of shares of the voting common stock of the Company. 

13. Term of Plan. Subject to Section 14 of the Plan, the Plan will become effective upon its adoption by the Board. It will continue ineffect for a term of ten (10) years unless terminated earlier under Section 14 of the Plan. 

14. Amendment and Termination ofthe Plan. 

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. 

(b) Shareholder Approval. The Company will obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply withApplicable Laws. 

(c) Effect of Amendment or Termination. No amendment, alteration, suspension, or termination of the Plan willimpair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect theAdministrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 

15. Conditions upon Issuance of Shares. 

(a) Legal Compliance. Shares will not be issuedpursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to suchcompliance. 

(b) Investment Representations. As a condition to the exercise or receipt of an Award, the Company may require theperson exercising or receiving such Award to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in theopinion of counsel for the Company, such a representation is required. 

16. Severability. Notwithstanding any contrary provision ofthe Plan or an Award to the contrary, if any one or more of the provisions (or any part thereof) of this Plan or the Awards shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid,legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of the Plan or Award, as applicable, shall not in any way be affected or impaired thereby. 

17. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authorityis deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authoritywill not have been obtained. 

 

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18. Shareholder Approval. The Plan will be subject to approval by the shareholders of the Companywithin twelve (12) months after the date the Plan is adopted. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws. 

 

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