Common use of ASSIGNMENT SEPARATE FROM CERTIFICATE Clause in Contracts

ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Capital Senior Living Corporation the Award Restricted Shares subject to this Award, standing in the undersigned’s name on the books of said Capital Senior Living Corporation, represented by a Stock Certificate herewith and do hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation as attorney to transfer the said stock on the books of Capital Senior Living Corporation with full power of substitution in the premises. Dated ______________________ , Holder ACKNOWLEDGMENT The undersigned hereby acknowledges (i) my receipt of this Award, (ii) my opportunity to discuss this Award with a representative of the Company, and my personal advisors, to the extent I deem necessary or appropriate, (iii) my understanding of the terms and provisions of this Award, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under this Award. Dated as of this ________ day of _________________, 20___. [Signature]_____________________ , Holder I have been offered the Restricted Stock Award. The Company has informed me of the benefits, monetary compensation, and answered any questions I had regarding the Award. After consideration of the information, I hereby decline the Restricted Stock Award and release Capital Senior Living Corporation from any liability regarding my action. Dated as of this ________ day of _________________, 20___. , Holder

ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, Xxxxxx Xxxxxx Xxxxxx (“Executive”) does hereby sell, assign and transfer unto ________________, a ______________, _____________ shares of __________________ of Capella Holdings, Inc., a Delaware corporation (the undersigned hereby sells, assigns and transfers unto Capital Senior Living Corporation the Award Restricted Shares subject to this Award“Company”), standing in the undersigned’s name on the books of said Capital Senior Living Corporation, the Company represented by a Stock Certificate Nos. _________________ herewith and do does hereby irrevocably constitute and appoint the corporate secretary each principal of Capital Senior Living Corporation GTCR Xxxxxx Xxxxxx, L.L.C. or GTCR Xxxxxx Xxxxxx XX, L.L.C. (acting alone or with one or more other such principals) as attorney to transfer the said stock securities on the books of Capital Senior Living Corporation the Company with full power of substitution in the premises. Dated This Assignment Separate from Certificate may be used only for purposes of or in connection with transfers made in connection with Section 3 of that certain Senior Management Agreement among the Company, Capella Healthcare, Inc., a Delaware corporation, and Executive, dated as of October ___, 2005, as amended from time to time pursuant to its terms, or Section 4 of that certain Stockholders Agreement, among the Company, Executive and certain stockholders of the Company, dated as of May 4, 2005, as amended from time to time pursuant to its terms. Dated: ____________________ ________________________________________ , Holder ACKNOWLEDGMENT Xxxxxx Xxxxxx Xxxxxx EXHIBIT D SPOUSAL CONSENT The undersigned spouse of Executive hereby acknowledges (i) my receipt of this Awardthat I have read the foregoing Senior Management Agreement and the Registration Agreement and the Stockholders Agreement referred to therein, (ii) my opportunity to discuss this Award with a representative each executed by Executive and dated as of the Companydate hereof, and my personal advisors, to the extent that I deem necessary or appropriate, (iii) my understanding of the terms and provisions of this Award, and (iv) my understanding that, by my signature below, understand their contents. I am agreeing aware that the foregoing Senior Management Agreement and the Stockholders Agreement provide for the repurchase of my spouse’s Executive Securities under certain circumstances and/or impose other restrictions on such securities (including, without limitation, restrictions on transfer). I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by all of the terms these agreements and provisions of this Awardfurther, that my community property interest, if any, shall be similarly bound by these agreements. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under this Award. Dated as of this ________ day of _________________, 20___. [Signature]_____________________ , Holder I have been offered the Restricted Stock Award. The Company has informed me of the benefits, monetary compensation, and answered any questions I had regarding the Award. After consideration of the information, I hereby decline the Restricted Stock Award and release Capital Senior Living Corporation from any liability regarding my action. Dated as of this Date: ________ day of ___, 2005 Spouse’s Name _________________, 20___. ___ _____________________________ Date: __________, Holder2005 Witness’ Name _______________________

ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Capital Senior Living Corporation the Award Restricted Shares subject to this AwardFP Tech (“Assignee”), standing 81,250 shares of Common Stock of Firepond, Inc. (the “Company”). Such shares stand in the undersigned’s name on the books of said Capital Senior Living Corporation, corporation represented by a Stock Certificate herewith and do No(s) ___. In connection with the foregoing, undersigned does hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation the Company as attorney its attorney-in-fact to transfer the said stock such shares on the books of Capital Senior Living Corporation the Company with full power of substitution in the premises. Dated ______________________ and resubstitution, Holder ACKNOWLEDGMENT The undersigned hereby acknowledges (i) my receipt and further ratifies and confirms all actions taken by such attorney-in-fact by virtue of this Award, (ii) my opportunity to discuss this Award with a representative of Stock Power. ***Medallion Signature Guarantee Required by the Company, and my personal advisors, to the extent I deem necessary or appropriate, (iii) my understanding of the terms and provisions of this Award, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under this Award. Dated as of this ________ day of ______________Transfer Agent.*** Dated: April ___, 20___2008. [(Signature]_____________________ ) (Print Name) (Spouse’s Signature) (Print Spouse’s Name) ***Medallion Signature Guarantee Required by the Transfer Agent.*** EXHIBIT C ASSIGNMENT FORM If you want to assign this Note, Holder fill in the form below and sign: I or we assign and transfer this Note to: (Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: Signed: (Sign exactly as your name appears on the other side of this Note) In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of the declaration by the Commission of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering resales of this Note (which effectiveness shall not have been offered suspended or terminated at the Restricted Stock Award. The Company has informed me date of the benefits, monetary compensation, transfer) and answered any questions I had regarding (ii) the Award. After consideration second anniversary of the information, I hereby decline Issue Date set forth on the Restricted Stock Award and release Capital Senior Living Corporation from any liability regarding my action. Dated as face of this ________ day of _________________Note, 20___. , Holderthe undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and that this Note is being transferred: [Check One]

ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, RECEIVED and pursuant to that certain Common Stock Purchase Agreement between the undersigned (“Grantee”) and Pacific Energy Development Corp (the “Company”) dated _______________ (the “Agreement”), Grantee hereby sells, assigns and transfers unto Capital Senior Living Corporation the Award Restricted Shares subject to this Award, standing in the undersigned’s name on the books of said Capital Senior Living Corporation, represented by a Stock Certificate herewith and do hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation as attorney to transfer the said stock on the books of Capital Senior Living Corporation with full power of substitution in the premises. Dated Company _________________________________ , Holder ACKNOWLEDGMENT The undersigned hereby acknowledges (i) my receipt of this Award, (ii) my opportunity to discuss this Award with a representative of the Company, and my personal advisors, to the extent I deem necessary or appropriate, (iii) my understanding of the terms and provisions of this Award, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under this Award. Dated as of this ________ day of ____________) shares of the Common Stock of the Company standing in Grantee’s name on the Company’s books and represented by Certificate No. _____, 20and does hereby irrevocably constitute and appoint ___. [Signature]_____________________ , Holder I have been offered to transfer said stock on the Restricted Stock Award. The Company has informed me books of the benefits, monetary compensation, and answered any questions I had regarding Company with full power of substitution in the Awardpremises. After consideration of the information, I hereby decline the Restricted Stock Award and release Capital Senior Living Corporation from any liability regarding my actionTHIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated as of this Dated: ______________________ day Signature: ______________________________ GRANTEE: ___________________ Instruction: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Grantee. EXHIBIT B CONSENT OF SPOUSE I, _____________________, spouse of _________________, 20___________, have read and approved the foregoing Agreement. In consideration of the right of my spouse to purchase shares of Pacific Energy Development Corp as set forth in the Agreement, HolderI hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement insofar as I may have any rights under the community property laws of the State of California or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement. Dated: ______________ ________________________________ (Signature of Spouse) EXHIBIT C ACKNOWLEDGMENT AND STATEMENT OF DECISION

ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, RECEIVED and pursuant to that certain Common Stock Purchase Agreement between the undersigned (“Grantee”) and Pacific Energy Development Corp (the “Company”) dated _______________ (the “Agreement”), Grantee hereby sells, assigns and transfers unto Capital Senior Living Corporation the Award Restricted Shares subject to this Award, standing in the undersigned’s name on the books of said Capital Senior Living Corporation, represented by a Stock Certificate herewith and do hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation as attorney to transfer the said stock on the books of Capital Senior Living Corporation with full power of substitution in the premises. Dated Company _________________________________ , Holder ACKNOWLEDGMENT The undersigned hereby acknowledges (i) my receipt of this Award, (ii) my opportunity to discuss this Award with a representative of the Company, and my personal advisors, to the extent I deem necessary or appropriate, (iii) my understanding of the terms and provisions of this Award, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under this Award. Dated as of this ________ day of ____________) shares of the Common Stock of the Company standing in Grantee’s name on the Company’s books and represented by Certificate No. _____, 20and does hereby irrevocably constitute and appoint ___. [Signature]_____________________ , Holder I have been offered to transfer said stock on the Restricted Stock Award. The Company has informed me books of the benefits, monetary compensation, and answered any questions I had regarding Company with full power of substitution in the Awardpremises. After consideration of the information, I hereby decline the Restricted Stock Award and release Capital Senior Living Corporation from any liability regarding my actionTHIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated as of this Dated: ______________________ day Signature: _____________________________________________ GRANTEE: ____________________________________ Instruction: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Grantee. EXHIBIT B CONSENT OF SPOUSE I, _____________________, spouse of _________________, 20___________, have read and approved the foregoing Agreement. In consideration of the right of my spouse to purchase shares of Pacific Energy Development Corp as set forth in the Agreement, HolderI hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement insofar as I may have any rights under the community property laws of the State of California or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement. Dated: ______________ _____________________________________________ (Signature of Spouse) EXHIBIT C ACKNOWLEDGMENT AND STATEMENT OF DECISION

ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, RECEIVED and pursuant to that certain Stock Purchase Agreement between the undersigned ("Purchaser") and RiboGene, Inc. dated _____________, 19___ (the "Agreement"), Purchaser hereby sells, assigns and transfers unto Capital Senior Living Corporation _______________ (_____) shares of the Award Restricted Shares subject to this AwardCommon Stock of RiboGene, Inc. standing in the undersigned’s Purchaser's name on the books of said Capital Senior Living Corporation, corporation represented by a Stock Certificate No. herewith and do does hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation as attorney ___________________ to transfer the said stock on the books of Capital Senior Living Corporation the within-named corporation with full power of substitution in the premises. Dated THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated:____________________, 19__. Signature: __________________________________ , Holder ACKNOWLEDGMENT 1* INSTRUCTION: Please do not fill in any blanks other than the signature line. The undersigned hereby acknowledges (i) my receipt purpose of this Award, (ii) my opportunity assignment is to discuss this Award with a representative of enable the Company, and my personal advisors, Company to the extent I deem necessary or appropriate, (iii) my understanding of the terms and provisions of this Award, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined exercise its repurchase option set forth in the Plan) upon any questions arising under this AwardAgreement without requiring additional signatures on the part of Purchaser. Dated as of this CONSENT OF SPOUSE I, ________ day ____________________, spouse of _________________, 20__________, have read and hereby approve the foregoing Agreement. [Signature]In consideration of the Company's granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such interest shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. ___________________________________________ , Holder I have been offered the Restricted Stock Award. The Company has informed me Spouse of the benefits, monetary compensation, and answered any questions I had regarding the Award. After consideration of the information, I hereby decline the Restricted Stock Award and release Capital Senior Living Corporation from any liability regarding my action. Dated as of this ________ day of _________________, 20___. , HolderPurchaser

ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, effective as of the undersigned date of this Assignment, The Bxxxx and Rxxxx Xxxxxx Family Trust u/t/d March 18, 2008 (the “Assignor”), hereby sells, assigns and transfers unto Capital Senior Living Corporation Mxxxx Dxxxx Intermodal, Inc., d/b/a Universal Intermodal Services, Inc., a Michigan corporation, EIGHT HUNDRED FORTY-TWO (842) shares of Common Stock of Southern Counties Express, Inc., a California corporation (the Award Restricted Shares subject to this Award“Company”) represented by Stock Certificate No. 1, standing in the undersignedAssignor’s name on the books of said Capital Senior Living Corporation, represented by a Stock Certificate herewith the Company and do does hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation Dxxxxx Gxxxxxx PLLC as attorney to transfer the said stock on the books of Capital Senior Living Corporation the Company with full power of substitution in the premises. Dated ______________________ as of August , Holder ACKNOWLEDGMENT The undersigned hereby acknowledges (i) my receipt 2018 THE BXXXX AND RXXXX XXXXXX FAMILY TRUST U/T/D MARCH 18, 2008 By: Name: Bxxxx Xxxxxx Its: Co-Trustee By: Name: Rxxxx Xxxxxx Its: Co-Trustee ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, effective as of the date of this AwardAssignment, The Dxxxxx Xxxxxx Irrevocable Trust f/b/o Pxxxxxx Xxxxxx u/t/d March 1, 2008 (iithe “Assignor”), hereby assigns and transfers unto Mxxxx Dxxxx Intermodal, Inc., d/b/a Universal Intermodal Services, Inc., a Michigan corporation, ONE HUNDRED FIFTY-EIGHT (158) my opportunity to discuss this Award with shares of Common Stock of Southern Counties Express, Inc., a representative California corporation (the “Company”) represented by Stock Certificate No. 2, standing in Assignor’s name on the books of the Company, Company and my personal advisors, does hereby irrevocably constitute and appoint Dxxxxx Gxxxxxx PLLC as attorney to transfer the extent I deem necessary or appropriate, (iii) my understanding said stock on the books of the terms and provisions Company with full power of this Award, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined substitution in the Plan) upon any questions arising under this Awardpremises. Dated as of this ________ day of _________________August , 20___. 2018 THE DXXXXX XXXXXX IRREVOCABLE TRUST F/B/O PXXXXXX XXXXXX U/T/D MARCH 1, 2008 By: Name: Bxxxx Xxxxxx Its: Co-Trustee By: Name: Rxxxx Xxxxxx Its: Co-Trustee EXHIBIT B Aquarius Financial Share Assignment [SignatureSee attached.]_____________________ , Holder I have been offered the Restricted Stock Award. The Company has informed me of the benefits, monetary compensation, and answered any questions I had regarding the Award. After consideration of the information, I hereby decline the Restricted Stock Award and release Capital Senior Living Corporation from any liability regarding my action. Dated as of this ________ day of _________________, 20___. , Holder

ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVEDRECEIVED and pursuant to that certain Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (the “Award”), the undersigned _________ hereby sells, assigns and transfers unto Capital Senior Living Corporation Vitria Technology, Inc., a Delaware corporation (“Assignee”) _____________________ (____________) shares of the Award Restricted Shares subject to this Awardcommon stock of the Assignee, standing in the undersigned’s name on the books of said Capital Senior Living Corporation, corporation represented by a Stock Certificate No. ______ herewith and do hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation ____________ as attorney attorney-in-fact to transfer the said stock on the books of Capital Senior Living Corporation the within named Company with full power of substitution in the premises. Dated This Assignment may be used only in accordance with and subject to the terms and conditions of the Award, in connection with the reacquisition of shares of Common Stock of the Assignee issued to the undersigned pursuant to the Award, and only to the extent that such shares remain subject to the Assignee’s Reacquisition Right under the Award. Dated: ___________________________________ , Holder ACKNOWLEDGMENT The undersigned hereby acknowledges (i) my receipt of this Award, (ii) my opportunity to discuss this Award with a representative of the Company, and my personal advisors, to the extent I deem necessary or appropriate, (iii) my understanding of the terms and provisions of this Award, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under this Award. Dated as of this ________ day of Signature: _________________, 20___. [Signature]_____________________ , Holder I have been offered the Restricted Stock Award. The Company has informed me of the benefits, monetary compensation, and answered any questions I had regarding the Award. After consideration of the information, I hereby decline the Restricted Stock Award and release Capital Senior Living Corporation from any liability regarding my action. Dated as of this ________ day of __________________, 20Recipient [INSTRUCTION: Please do not fill in any blanks other than the signature line. The purpose of this Assignment is to enable the Company to exercise its Reacquisition Right set forth in the Award without requiring additional signatures on your part.] JOINT ESCROW INSTRUCTIONS [Date] Corporate Secretary Vitria Technology, Inc. 900 Xxxxxxx Xxxxxx Sunnyvale, CA 94086 Dear Sir/Madam: As Escrow Agent for both Vitria Technology, Inc., a Delaware corporation (the “Company”), and the undersigned recipient of stock of the Company (“Recipient”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Award Grant Notice (the “Grant Notice”), dated ___. to which a copy of these Joint Escrow Instructions is attached as Attachment IV, Holderand pursuant to the terms of that certain Restricted Stock Award Agreement (“Agreement”), which is Attachment I to the Grant Notice, in accordance with the following instructions:

ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, the undersigned undersigned, as Seller of those “Shares” defined in the Stock Purchase Agreement between Xxxxxx Holdings, LLC, a Utah limited liability company, with a mailing address for notice purposes of X.X. Xxx 0000 xx Xxxxxxxxx, Xxx Xxxx 00000 (“Seller”), AmericaTowne, Inc., a Delaware corporation with a mailing address for notice purposes of 0000 Xxxxxxxx Xxxxx, Xxxxx 000 in Xxxxxxx, Xxxxx Xxxxxxxx 00000 (“Buyer”) and EXA, Inc., a Florida corporation with a mailing address for notice purposes of X.X. Xxx 0000 xx Xxxxxxxxx, Xxx Xxxx 00000 bearing federal taxpayer identification number of 00-0000000 (the “Company”)(hereinafter, the “Stock Purchase Agreement”) hereby sells, assigns assigns, transfers and transfers unto Capital Senior Living Corporation conveys to Buyer the Award Restricted Shares subject to this Award, standing for the consideration agreed upon in the undersigned’s name Stock Purchase Agreement. This Assignment Separate from Certificate is executed in connection with and simultaneous with the closing under the Stock Purchase Agreement, which is incorporated herein by reference. This Assignment Separate from Certificate has been attached as Exhibit A to the Stock Purchase Agreement. Dated: October 3, 2016 ASSIGNOR Xxxxxx X. Xxxxxxxxxx XXXXXX HOLDINGS, LLC, a Utah limited liability company, By: Xxxxxx X. Xxxxxxxxxx Its: Authorized Member I hereby accept this Assignment Separate from Certificate in reliance on the books of said Capital Senior Living Corporation, represented those representations and warranties made by a Stock Certificate herewith and do hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation as attorney to transfer the said stock on the books of Capital Senior Living Corporation with full power of substitution Assignor in the premisesStock Purchase Agreement. Dated ______________________ AMERICATOWNE, Holder ACKNOWLEDGMENT The undersigned INC., a Delaware corporation, Xxxxx Xxxxxxx By: Xxxxx Xxxxxxx Its: President Dated: October 3, 2016 EXHIBIT B CONSENT OF MEMBER (XXXXXX HOLDINGS, LLC) NOW COMES the majority and controlling member of Xxxxxx Holdings, LLC, a Utah limited liability company (the “Company”), pursuant to the powers vested under the Company’s Operating Agreement and/or Articles of Organization, and hereby acknowledges consents to the following action in lieu of a meeting: RESOLVED that Xxxxxx X. Xxxxxxxxxx is hereby authorized to execute the Stock Purchase Agreement between AmericaTowne, Inc., a Delaware corporation, and EXA, Inc., a Florida corporation (i) my receipt the “Stock Purchase Agreement”), and to take any necessary action in facilitating the intent of this Award, (ii) my opportunity to discuss this Award with a representative the transaction under the Stock Purchase Agreement on behalf of the Company. RESOLVED that Xxxxxx X. Xxxxxxxxxx is hereby authorized to transfer, convey and otherwise assign separate from certificate, the Company’s 35,000,000 shares of common stock in EXA, Inc., as being in the best interests of the Company. RESOLVED that Xxxxxx X. Xxxxxxxxxx is hereby authorized to execute the Indemnification and Hold Harmless Agreement with AmericaTowne, Inc. regarding the 2014 and 2015 tax returns filed by EXA, Inc., as being in the best interests of the Company considering that such an agreement is additional consideration under the Stock Purchase Agreement. Dated: October 3, 2016 Xxxxxx X. Xxxxxxxxxx By: Xxxxxx X. Xxxxxxxxxx Its: Authorized Member EXHIBIT C CONSENT OF BOARD OF DIRECTORS IN LIEU OF MEETING (AMERICATOWNE, INC.) NOW COMES the Chairman of the Board of Directors for AmericaTowne, Inc., a Delaware corporation (the “Corporation”), pursuant to the powers vested under the Corporation’s Bylaws and Articles of Incorporation, as amended, hereby consents to the following action in lieu of a meeting: RESOLVED that Xxxxx Xxxxxxx is authorized to execute the Stock Purchase Agreement, on behalf of the Corporation, for the purchase of 65,000,000 shares (the “Shares”) of issued and outstanding common stock in EXA, Inc., a Florida corporation (“EXA”), from Xxxxxx Holdings, LLC, a Utah limited liability company, and my personal advisorsXxxxxx X. Xxxxxxxxxx, to as being in the extent I deem necessary or appropriate, (iii) my understanding best interests of the terms and provisions Corporation. RESOLVED that Xxxxx Xxxxxxx shall be appointed as the Corporation’s designee to serve on the Board of this AwardDirectors for EXA upon conveyance of the Shares, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined take any corporate action he deems in the Plan) upon any questions arising best interest of EXA and the Corporation, as majority shareholder, as allowed for under this AwardFlorida and Delaware law, respectively. Dated as of this ________ day of _________________Dated: October 3, 20___. [Signature]_____________________ , Holder I have been offered the Restricted Stock Award. The Company has informed me of the benefits, monetary compensation, and answered any questions I had regarding the Award. After consideration of the information, I hereby decline the Restricted Stock Award and release Capital Senior Living Corporation from any liability regarding my action. Dated as of this ________ day of _________________, 20___. , Holder2016

ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Capital Senior Living Corporation the Target Award Restricted Shares subject to this Award, standing in the undersigned’s name on the books of said Capital Senior Living Corporation, represented by a Stock Certificate herewith and do hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation as attorney to transfer the said stock on the books of Capital Senior Living Corporation with full power of substitution in the premises. Dated __________________________ [FIRST LAST], Holder ACKNOWLEDGMENT The undersigned hereby acknowledges (i) my receipt of this AwardAward and the Plan, (ii) my opportunity to discuss this Award with a representative of the Company, and my personal advisors, to the extent I deem necessary or appropriate, (iii) my understanding of the terms and provisions of this Award, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under this AwardAward or the Plan. Dated as of this ________ day of _________________, 20___. [Signature]_____________________ [FIRST LAST], Holder I have been offered the Restricted Stock Award. The Company has informed me Exhibit J WARRANT AGREEMENT WARRANT AGREEMENT dated as of the benefits[●], monetary compensation2021 (this “Agreement”), and answered any questions I had regarding the Award. After consideration of the information, I hereby decline the Restricted Stock Award and release between Capital Senior Living Corporation from any liability regarding my action. Dated as of this ________ day of _________________Corporation, 20___. a Delaware corporation (the “Company”), HolderComputershare Inc., a Delaware corporation (“Computershare”) and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (collectively with Computershare, the “Warrant Agent”).

ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVEDRECEIVED and pursuant to that certain Restricted Stock Grant Notice and Restricted Stock Agreement (the “Award”), the undersigned ______ hereby sells, assigns and transfers unto Capital Senior Living Corporation ZIOPHARM Oncology, Inc., a Delaware corporation (“Assignee”) _________________ (___) shares of the Award Restricted Shares subject to this Awardcommon stock of the Assignee, standing in the undersigned’s name on the books of said Capital Senior Living Corporation, corporation represented by a Stock Certificate No. _____ herewith and do hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation as attorney to transfer the said stock on the books of Capital Senior Living Corporation with full power of substitution in the premises. Dated ______________________ , Holder ACKNOWLEDGMENT The undersigned hereby acknowledges (i) my receipt as attorney-in-fact to transfer the said stock on the books of this the within named Company with full power of substitution in the premises. This Assignment may be used only in accordance with and subject to the terms and conditions of the Award, (ii) my opportunity to discuss this Award in connection with a representative the reacquisition of shares of Common Stock of the CompanyCompany issued to the undersigned pursuant to the Award, and my personal advisors, only to the extent I deem necessary or appropriatethat such shares remain subject to the Company’s Reacquisition Right under the Award. Dated: Signature: (Print Name), Recipient [INSTRUCTION: Please do not fill in any blanks other than the signature line. The purpose of this Assignment is to enable the Company to exercise its Reacquisition Right set forth in the Award without requiring additional signatures on your part.] Joint Escrow Instructions [Date] Secretary ZIOPHARM Oncology, Inc. One First Avenue Xxxxxx Building 00, Xxxx Xxxx Xxxxx Xxxxxx, XX 00000 Dear Sir/Madam: As Escrow Agent for both ZIOPHARM Oncology, Inc., a Delaware corporation (iii) my understanding the “Company”), and the undersigned recipient of stock of the terms Company (“Recipient”), you are hereby authorized and provisions of this Award, and (iv) my understanding that, by my signature below, I am agreeing directed to be bound by all of hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Grant Notice (including all attachments and provisions of this Award. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Planexhibits thereto) upon any questions arising under this Award. Dated as of this ________ day of _________________, 20___. [Signature]____________dated _________ (the “Grant Documents”), Holder I to which a copy of these Joint Escrow Instructions is attached as Attachment IV, in accordance with the following instructions. Capitalized terms not explicitly defined in these instructions but defined in the Company’s 2020 Equity Incentive Plan (“Plan”) or the Grant Documents shall have been offered the Restricted Stock Award. The Company has informed me of the benefits, monetary compensation, and answered any questions I had regarding the Award. After consideration of the information, I hereby decline the Restricted Stock Award and release Capital Senior Living Corporation from any liability regarding my action. Dated same definitions as of this ________ day of _________________, 20___. , Holderprovided therein.

ASSIGNMENT SEPARATE FROM CERTIFICATE. FOR VALUE RECEIVED, hereby sell(s), assign(s) and transfer(s) unto (the undersigned hereby sells, assigns and transfers unto Capital Senior Living Corporation “Company”) ( ) shares of the Award Restricted Shares subject to this Award, common stock of the Company standing in the undersigned’s name on the books of said Capital Senior Living Corporation, the Company represented by a Stock Certificate No. herewith and do hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation as attorney Company’s Secretary to transfer the said stock on the books of Capital Senior Living Corporation the Company with full power of substitution in the premises. Dated Dated: Signature Name: INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its rights, as set forth in the Class L Common Stock Grant Agreement, without requiring additional signatures on the part of Holder. EXHIBIT B CONSENT OF SPOUSE I, ____________________, spouse of _________, have read and approve the foregoing Class L Common Stock Grant Agreement (the “Agreement”). In consideration of the issuance to my spouse of the shares of Common Stock set forth in the Agreement (the “Restricted Shares”), I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions thereof insofar as I may have any rights therein or in or to any Restricted Shares under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the Agreement. Dated: ______________________________________ , Holder ACKNOWLEDGMENT The undersigned hereby acknowledges (i) my receipt Signature of this Award, (ii) my opportunity to discuss this Award with a representative of the Company, and my personal advisors, to the extent I deem necessary or appropriate, (iii) my understanding of the terms and provisions of this Award, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under this Award. Dated as of this Spouse EXHIBIT C JOINT ESCROW INSTRUCTIONS Date:________ day of _________________, 20___. [Signature]_____________________ , Holder I have been offered the Restricted Stock Award. The Company has informed me of the benefits, monetary compensation, and answered any questions I had regarding the Award. After consideration of the information, I hereby decline the Restricted Stock Award and release Capital Senior Living Corporation from any liability regarding my action. Dated as of this [Company] [Address] Dear [________ day ]: As escrow agent (the “Escrow Agent”) for both Sanken North America, Inc., a Delaware corporation (the “Company”), and the undersigned purchaser or transferee of _________________stock of the Company (“Holder”), 20___. you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Class L Common Stock Grant Agreement (the “Agreement”) between the Company and the undersigned (the “Escrow”), Holderin accordance with the following instructions: