6. RESTRICTIONS ON TRANSFER OF SHARES.
(a) If, in connection with a registration statement filed by the Company pursuant to the 1933 Act, the Company or its underwriter so requests, the Participant will agree not to sell any Shares for a period not to exceed 180 days following the effectiveness of such registration plus such additional period of time as may be required to comply with applicable regulations.
(b) The Company may, in its discretion, endorse any certificates representing the Shares to be issued to the Participant pursuant to this Agreement with a legend setting forth that the transfer of such Shares may be subject to restrictions under any applicable laws (including, without limitation, federal and state securities laws), including any other customary legends on Company stock certificates as required by applicable laws or to reflect the Companys capital structure.
7. NO OBLIGATION TO MAINTAIN RELATIONSHIP.
The Company is not by the Plan or this Agreement obligated to continue the Participant as an employee, director or consultant of the Company or an Affiliate. The Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the grant of the RSUs is a one-time benefit which does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs; (iii) that all determinations with respect to any such future grants, including, but not limited to, the times when restricted stock units shall be granted, the number of shares subject to each restricted stock unit and the time or times when each restricted stock unit vests and settles, will be at the sole discretion of the Company; (iv) that the Participants participation in the Plan is voluntary; and (v) that the RSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as set forth below, or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail.
If to the Company:
American Well Corporation
75 State Street, 26th Floor
Boston, MA 02109
Attention: Roy Schoenberg, President and CEO