Document

根据修订后的2013年PriceSmart，Inc.股权激励奖计划，特此授予以下列出的持有人（公司），根据修订后的PriceSmart，Inc.2013年股权激励奖计划，授予（401(k)计划的雇主贡献），特此授予公司普通股（持有人）公司普通股数量股份下文所示的”。这个限制性股票奖励（即“奖励”）受本处及附件中的限制性股票协议以及计划中规定的所有条款和条件约束，本处和附件分别视同并入本处。除非本处另有定义，计划中定义的术语在本授予通知及限制性股票协议中应具有相同的定义含义。附录 A (“本登记声明”) 由特立软件股份有限公司，一家德拉华州股份公司 (以下简称为“本公司”) 提交，目的是为了注册其额外的7,184,563股A类普通股，每股面值$0.0001 (以下简称为“A类普通股”), 以及在特立软件股份有限公司 2022年股权激励计划下可发行股份的1,436,911股A类普通股，注(下文简称为“A类普通股”)。受限股票协议）、以及本处中参照解释的计划。除非本处另有定义，计划中定义的术语在本授予通知及限制性股票协议中应具有相同的定义含义。

此外，股份将立即开多（i）在发生控制权变更之前; 和（ii）在因持有人死亡或残疾而终止服务时开多，只要持有人（A）在终止服务日期之前一年内作为雇员或顾问获得此奖励，并且在终止服务日期当天保持良好信用并雇用或为公司或隶属公司提供服务。

通过数字接受，持有人同意受限制股票通知和所附限制股票授予协议的条款和条件约束。持有人已全面审阅限制股票通知、限制股票协议和计划，并在接受授予之前有机会征求律师意见，并充分理解限制股票授予通知、限制股票协议和计划的所有条款。持有人已获得计划招股说明书的副本或电子存取权。持有人特此同意接受行政人员在计划、限制股票授予通知或限制股票协议下出现的任何问题上所作的所有决定或解释，作为具有约束力、决定性和最终性。

我，______________________，作为股票持有人的配偶，已阅读并批准受限股票授予通知和受限股票协议。鉴于向我的配偶发行上述公司普通股的股份，我特此任命我的配偶为我在授予中任何权利的代理人，并同意受限股票授予通知和受限股票协议的条款约束，就我根据社会财产法或我签名之日起所在州的婚姻财产相关法律，对上述协议或根据该协议发行的任何公司普通股享有任何权利而言。

根据受限股票授予通知书（"期权授予通知”) 以及此受限股票协议（本"协议）是所述的受限股票数量已授予持有人，受限于本协议、授予通知书和计划中规定的所有条款和条件。授予通知书和本协议受计划约束，该计划的条款和条件已被引用并纳入本文。在计划和本协议之间存在任何不一致的情况下，计划的条款应当控制。

I.1授予限制性股票鉴于持有人对公司或其任何子公司的过去服务，或持有人同意继续为公司或其任何子公司服务，并且基于其他好处和有价值的考虑，超过股票的累计票面价值，在授予日期生效，公司特此授予持有人股票，受本协议、授予通知和计划中规定的所有条款和条件约束。根据本协议的条款发行的股票应为充分支付且不受追偿责任。

I.2股份发行在认购日期，公司将向持有人发行股份，并且(a)使股份的股权证书以持有人的名义注册，或者(b)使这些股份以记账形式持有。如果发行股权证书，则应交付给公司并由公司保管，并应带有第4.6节所要求的限制性标签。如果股份以记账形式持有，则该条目将反映这些股份受本协议限制的情况。

II.1股份被没收限制。根据下文第2.2条的规定，在持有人因任何原因而终止服务，而不是因为持有人的死亡或伤残1，所有尚未从没收限制中释放的股份（“未释放股份”）将立即被没收，而无需公司采取进一步行动（“没收限制在发生此类股份没收时，公司将成为待释放股份的合法和实际所有者以及所有相关权益，公司有权保留并将待释放股份转入自己的名下。待释放股份将按照第2.3条款由公司持有，直到股份按照本第2.1条款被没收，直到待释放股份完全从没收限制中释放出来，或者直到本协议不再有效为止。持有人特此授权并指示公司秘书或由管理员指定的其他人员，转让根据没收而被没收的待释放股份。

to this Section 2.1 from Holder to the Company. The Shares shall vest immediately upon Termination of Service due to Holder’s death or Disability, so long as the Holder (A) received this Award in his or her capacity as an Employee or Consultant, and (B) was in good standing as of the date of Termination of Service and was employed by or providing services to the Company or an Affiliate for at least one year prior to the date of the Termination of Service.

II.2Release of Shares from Forfeiture Restriction. The Shares shall be released from the Forfeiture Restriction in accordance with the Vesting Schedule set forth in the Grant Notice. As soon as administratively practicable following the release of any Shares from the Forfeiture Restriction, the Company shall, as applicable, either deliver to Holder the certificate or certificates representing such released Shares in the Company’s possession belonging to Holder, or, if the released Shares are held in book entry form, then the Company shall remove the notations on the book form relating to the Forfeiture Restriction. Holder (or the beneficiary or personal representative of Holder in the event of Holder’s death or incapacity, as the case may be) shall deliver to the Company any representations or other documents or assurances as the Company or its representatives deem necessary or advisable in connection with any such delivery.

II.3Escrow of Shares. The Unreleased Shares shall be held by the Company until the Shares are forfeited as provided in Section 2.1, until such Unreleased Shares are fully released from the Forfeiture Restriction, or until such time as this Agreement no longer is in effect. In such event, Holder shall not retain physical custody of any certificates representing Unreleased Shares issued to Holder. Holder, by acceptance of this Award, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Holder’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.

III.1Representation. Holder has reviewed with Holder’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Grant Notice and this Agreement. Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Holder understands that Holder (and not the Company) shall be responsible for Holder’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

III.2Section 83. Holder understands that Holder will recognize ordinary income for federal income tax purposes under Section 83 of the Code as and when the Forfeiture Restriction lapses. Holder understands that Holder may elect to be taxed for federal income tax purposes at the time the Shares are issued to Holder rather than as and when the Forfeiture Restriction lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the date of grant.

(a)Notwithstanding anything to the contrary in this Agreement, the Company and its Subsidiaries have the authority to deduct or withhold, or require Holder to remit to the Company or the applicable Subsidiary, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by law to be withheld with respect to any taxable event arising pursuant to this Agreement. The Company and its Subsidiaries may withhold or Holder may make such payment in one or more of the forms specified below:

(iii)with respect to any withholding taxes arising in connection with the vesting of the Shares, with the consent of the Administrator, by requesting that the Company and its Subsidiaries withhold a net number of vested Shares having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes;

(iv)with respect to any withholding taxes arising in connection with the vesting of the Shares, with the consent of the Administrator, by tendering to the Company vested shares of Common Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes;

(v)with respect to any withholding taxes arising in connection with the vesting of the Shares, through the delivery of a notice that Holder has placed a market sell order with a broker acceptable to the Company with respect to those Shares that are then becoming vested and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later the settlement of such sale; or

(b)With respect to any withholding taxes arising in connection with the Shares, in the event Holder fails to provide timely payment of all sums required pursuant to Section 3.3(a), the Company shall treat such failure as an election by Participant to satisfy all or any portion of Holder’s required payment obligation pursuant to Section 3.3(a)(ii) or Section 3.3(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be obligated to deliver any certificate representing the Shares to Holder or his or her legal representative unless and until Holder or his or her legal representative shall have paid or otherwise satisfied in full the amount of all

(c)In the event any tax withholding obligation arising in connection with the Shares will be satisfied under Section 3.3(a)(iii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Holder’s behalf a whole number of shares of Common Stock from those Shares that are then becoming vested as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company or the Subsidiary with respect to which the withholding obligation arises. Holder’s acceptance of this Award constitutes Holder’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 3.3, including the transactions described in the previous sentence, as applicable.

(d)In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.3(a)(iii) or Section 3.3(a)(v): (i) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation arises or as soon thereafter as practicable; (ii) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (iii) Holder will be responsible for all broker’s fees and other costs of sale, and Holder agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (iv) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Holder as soon as reasonably practicable; (v) Holder acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (vi) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Holder agrees to pay immediately upon demand to the Company or its Subsidiary with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Subsidiary’s withholding obligation.

(e)Holder is ultimately liable and responsible for all taxes owed in connection with the Shares, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Shares. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the Shares or the subsequent sale of the Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure this Award to reduce or eliminate Holder’s tax liability.

IV.1Restrictions on Transfer. No Unreleased Shares or any interest or right therein or part thereof, may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution. This Award and the rights and privileges conferred hereby, including the Unreleased Shares, shall not be liable for the debts, contracts or engagements of Holder or his or her successors in interest and shall not 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

IV.2Rights as Stockholder. Except as otherwise provided herein, upon issuance of the Shares by the Company to Holder, Holder shall have all the rights of a stockholder with respect to said Shares, subject to the restrictions herein, including the right to vote the Shares and to receive all dividends or other distributions paid or made with respect to the Shares.

(a)Nothing in the Plan, the Grant Notice, or this Agreement shall confer upon Holder any right to continue in the employ or service of the Company or any Subsidiary, shall form part of any contract of employment or service between the Company or any Subsidiary and Holder, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge or terminate the services of Holder at any time for any reason whatsoever, except to the extent expressly provided otherwise in a written agreement between the Company or any Subsidiary and Holder. No services are requested nor required, from Holder to the Company, for the purposes of this Award.

(b)The grant of the Shares is a one-time benefit and does not create any contractual or other right or interest to receive a grant of Awards or benefits in lieu of Awards in the future or otherwise. Future grants, if any, will be at the sole discretion of the Company. In addition, the value of the Shares is an extraordinary item of compensation outside the scope of any employment contract. As such, the Shares 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. The future value of the underlying Common Stock is unknown and cannot be predicted with certainty.

(c)The rights or opportunity granted to Holder to receive the Shares shall not give Grantee any rights or additional rights and if Grantee ceases to be employed by Holder’s employer, Holder shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under the Plan (including, in particular but not by way of limitation, any Awards held by him or her which lapse or are forfeited by reason of his or her ceasing to be employed by Holder’s employer) whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise.

(d)Holder shall not be entitled to any compensation or damages for any loss or potential loss which he or she may suffer by reason of being unable to acquire or retain the Shares, or any interest therein, in consequence of the loss or Termination of Service with Holder’s employer for any reason whatsoever (whether or not the termination is ultimately held to be wrongful or unfair).

(b)Holder agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c)The Company shall not be required: (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred.

IV.7Governing Law; Severability; Venue. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. Any suit brought with respect to the Award, the Grant Notice, the Plan or this Agreement shall be brought in the state or federal courts sitting in San Diego County, California, the parties hereby waiving any claim or defense that such forum is not convenient or proper. The jurisdiction agreement contained in this Section 4.7 is made for the benefit of the Company only, and the Company retains the right to bring proceedings in any other court of competent jurisdiction. By signing the Grant Notice, Holder is deemed to have agreed to submit to such jurisdiction. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING.

IV.8Conformity to Securities Laws. Holder acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the U.S. Securities and Exchange Commission, including, without limitation, Rule 16b-3 under the Exchange Act. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Awards are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

IV.10Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall impair any rights or obligations under the Award in any material way without the prior written consent of Holder.

IV.11Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s corporate headquarters or to the then-current email address for the Secretary of the Company, and any notice to be given to Holder shall be addressed to Holder at the most recent physical or email address for Holder listed in the Company’s personnel records. By a notice given pursuant to this Section 4.11, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

IV.12Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Holder and his or her heirs, executors, administrators, successors and assigns.

IV.14Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Holder with respect to the subject matter hereof, including without limitation, the provisions of any employment agreement or offer letter regarding equity awards to be awarded to Holder by the Company, or any other oral, implied or written promises, statements, understandings, undertakings or agreements by the Company or any of its representatives regarding equity awards to be awarded to Holder by the Company.

IV.15Data Protection. Holder hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Holder’s “Data” (as defined below) by and among, as applicable, the Company and its Subsidiaries (the “Company Group”) for the purpose of administering his or her participation in the Plan. For purposes of this Section 4.15, “Data” means Holder’s personal information, including, but not limited to, Holder’s name, home address and telephone number, date of birth, social security number, “cedula” or other identification number, salary, nationality, job title, any Shares of stock or directorships held in the Company and details of all Awards held by Holder. Holder understands that Data will be transferred to such stock plan service providers as may be selected by the Company, which are assisting the Company with the implementation, administration and management of the Plan. Holder understands that the recipients of the Data may be subject to different data privacy laws and protections than those in Holder’s country. Holder authorizes the Company Group and any other

possible recipients which may assist the Company with administering the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of administering Holder’s participation in the Plan. Holder understands that he or she may, at any time, request additional information about this consent (including a list with the names and addresses of all recipients of the Data), or withdraw this consent, by contacting in writing Holder’s local human resources representative. Withdrawal of this consent may affect Holder’s ability to participate in the Plan.


持有人:
授予日期：
受限股票数量：
归属进度：


股份			归属日期