Common use of Participant Representations Clause in Contracts

Participant Representations. (a) Participant acknowledges that (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) Participant is acquiring the Restricted Stock as Shares issued for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, and that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (c) Participant acknowledges and understands that on the Issuance Date there is not in effect under the Securities Act a registration statement covering the Shares issued, and there is no prospectus meeting the requirements of Section 10(a)(3) of the Securities Act. Accordingly, Participant agrees that Participant shall (i) deliver to the Company Participant’s Investment Representation Statement in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to the Company that such Shares will not be sold other than (A) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or an applicable exemption from the registration requirements of such Act; (B) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all terms and conditions of the Plan, this Agreement, and any other written agreement between Participant and the Company or any of its affiliates.

Participant Representations. (a) In connection with the issuance and acquisition of Shares under this Agreement, the Participant acknowledges that hereby represents and warrants to the Company as follows: (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) The Participant is acquiring and will hold the Restricted Stock as Shares issued for investment for Participant’s own his account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act of 1933, as amended Act. (the “Securities Act”ii) or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, therefrom and that the Shares must be held indefinitely indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an exemption from opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is availablenot required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (ciii) The Participant acknowledges is aware of the adoption of Rule 144 by the Securities and understands Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that on the Issuance Date there is Participant will not dispose of the Shares unless and until the Participant has complied with all requirements of this Agreement applicable to the disposition of Shares and the Participant has provided the Company with written assurances, in effect substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act a or that all appropriate action necessary for compliance with the registration statement covering the Shares issued, and there is no prospectus meeting the requirements of Section 10(a)(3) of the Securities Act. Accordingly, Participant agrees that Participant shall (i) deliver to the Company Participant’s Investment Representation Statement in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to the Company that such Shares will not be sold other than (A) pursuant to an effective Act or with any exemption from registration statement available under the Securities Act of 1933(including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as amendedthe Participant considers necessary or appropriate for deciding whether to invest in the Shares, or and the Participant has had an applicable exemption opportunity to ask questions and receive answers from the registration requirements of such Act; (B) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all Company regarding the terms and conditions of the Plan, this Agreement, and any other written agreement between Participant and issuance of the Company or any of its affiliatesShares.

Participant Representations. Participant hereby makes the following certifications and representations with respect to the Shares listed above: (a) Participant acknowledges that (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that has acquired sufficient information about the Company to reach an investment in informed and knowledgeable decision to acquire the Shares involves a high degree of riskShares. Participant is aware of the lack of liquidity of the acquiring these Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) Participant is acquiring the Restricted Stock as Shares issued for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended Act. (the “Securities Act”b) or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. Participant acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act by reason of in reliance upon a specific exemption therefrom, and which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. Participant understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Shares. Participant understands that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under Applicable Laws. (c) Participant acknowledges is familiar with the provisions of Rule 701 and understands that on the Issuance Date there is not in effect Rule 144, each promulgated under the Securities Act Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a registration statement covering non-public offering subject to the Shares issued, and there is no prospectus meeting satisfaction of certain conditions. In the event the Company becomes subject to the reporting requirements of Section 10(a)(313 or 15(d) of the Securities Exchange Act. Accordingly, Participant agrees that Participant shall ninety days thereafter (ior such longer period as any market stand-off agreement may require) deliver the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144. (d) In the event that the Company Participant’s Investment Representation Statement does not qualify under Rule 701 at the time of issuance of the Shares, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144. (e) Participant further understands that in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to event all of the Company that such Shares will applicable requirements of Rule 701 or 144 are not be sold other than (A) pursuant to an effective satisfied, registration statement under the Securities Act of 1933Act, as amendedcompliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an applicable exemption from the registration requirements of is available for such Act; (B) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all terms and conditions of the Plan, this Agreementoffers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other written agreement between Participant and the Company or any of its affiliatesregistration exemption will be available in such event.

Participant Representations. Participant hereby makes the following certifications and representations with respect to the Shares listed above: (a) Participant acknowledges that (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that has acquired sufficient information about the Company to reach an investment in informed and knowledgeable decision to acquire the Shares involves a high degree of riskShares. Participant is aware of the lack of liquidity of the acquiring these Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) Participant is acquiring the Restricted Stock as Shares issued for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended Act. (the “Securities Act”b) or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. Participant acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act by reason of in reliance upon a specific exemption therefrom, and which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. Participant understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Shares. Participant understands that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under Applicable Laws. (c) Participant acknowledges is familiar with the provisions of Rule 701 and understands that on the Issuance Date there is not in effect Rule 144, each promulgated under the Securities Act Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise will be exempt from registration statement covering the Shares issued, and there is no prospectus meeting the requirements of Section 10(a)(3) of under the Securities Act. Accordingly, Participant agrees that Participant shall (i) deliver In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, ninety days thereafter (or such longer period as any market stand-off agreement may require) the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144. (d) In the event that the Company Participant’s Investment Representation Statement does not qualify under Rule 701 at the time of grant of the Option, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144. (e) Participant further understands that in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to event all of the Company that such Shares will applicable requirements of Rule 701 or 144 are not be sold other than (A) pursuant to an effective satisfied, registration statement under the Securities Act of 1933Act, as amendedcompliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an applicable exemption from the registration requirements of is available for such Act; (B) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all terms and conditions of the Plan, this Agreementoffers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other written agreement between Participant and the Company or any of its affiliatesregistration exemption will be available in such event.

Participant Representations. Participant hereby makes the following certifications and representations with respect to the Shares listed above: (a) Participant acknowledges that (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that has acquired sufficient information about the Company to reach an investment in informed and knowledgeable decision to acquire the Shares involves a high degree of riskShares. Participant is aware of the lack of liquidity of the acquiring these Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) Participant is acquiring the Restricted Stock as Shares issued for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended Act. (the “Securities Act”b) or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. Participant acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act by reason of in reliance upon a specific exemption therefrom, and which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. Participant understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Shares. Participant understands that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under Applicable Laws. (c) Participant acknowledges is familiar with the provisions of Rule 701 and understands that on the Issuance Date there is not in effect Rule 144, each promulgated under the Securities Act Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a registration statement covering non-public offering subject to the Shares issued, and there is no prospectus meeting satisfaction of certain conditions. In the event the Company becomes subject to the reporting requirements of Section 10(a)(313 or 15(d) of the Securities Exchange Act. Accordingly, Participant agrees that Participant shall ninety days thereafter (ior such longer period as any market stand-off agreement may require) deliver the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144. (d) In the event that the Company Participant’s Investment Representation Statement does not qualify under Rule 701 at the time of grant of the Option, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144. (e) Participant further understands that in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to event all of the Company that such Shares will applicable requirements of Rule 701 or 144 are not be sold other than (A) pursuant to an effective satisfied, registration statement under the Securities Act of 1933Act, as amendedcompliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an applicable exemption from the registration requirements of is available for such Act; (B) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all terms and conditions of the Plan, this Agreementoffers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other written agreement between Participant and the Company or any of its affiliatesregistration exemption will be available in such event.

Participant Representations. (a) In connection with the issuance and acquisition of Shares under this Agreement, the Participant acknowledges that hereby represents and warrants to the Company as follows: (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) The Participant is acquiring and will hold the Restricted Stock as Shares issued for investment for Participant’s own his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended 1933 (the “Securities Act”). (ii) or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. The Participant understands that the Restricted Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, therefrom and that the Restricted Shares must be held indefinitely indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an exemption from opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is availablenot required. The Participant further acknowledges and understands that the Company is under no obligation to register the Restricted Shares. (ciii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Participant acknowledges and understands that on the Issuance Date there is conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in effect the foreseeable future. (iv) The Participant will not sell, transfer or otherwise dispose of the Restricted Shares in violation of the Securities Act, the Exchange Act, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that he or she will not dispose of the Restricted Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Restricted Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Restricted Shares under the Securities Act a or all appropriate action necessary for compliance with the registration statement covering the Shares issued, and there is no prospectus meeting the requirements of Section 10(a)(3) of the Securities Act. Accordingly, Participant agrees that Participant shall (i) deliver to the Company Participant’s Investment Representation Statement in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to the Company that such Shares will not be sold other than (A) pursuant to an effective Act or with any exemption from registration statement available under the Securities Act of 1933, as amended, or an applicable exemption from the registration requirements of such Act; (including Rule 144) has been taken and (B) the proposed disposition will not result in compliance with all the contravention of any transfer restrictions applicable state to the Restricted Shares under the securities laws or regulations of any state. (v) The Participant has been furnished with, and regulations; has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Restricted Shares, and (C) in compliance with all the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Planissuance of the Restricted Shares. (vi) The Participant is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or her financial condition, to hold the Restricted Shares for an indefinite period and to suffer a complete loss of his or her investment in the Restricted Shares. (vii) The Participant acknowledges that the Restricted Shares and may remain subject to the Company’s Repurchase Right, all in accordance with this Agreement. (viii) The Participant acknowledges that the Participant is acquiring the Restricted Shares subject to all other terms of the Plan and this Agreement. (ix) The Participant hereby agrees that the Restricted Shares may be required to be bound by a voting agreement, and any other written a stockholders agreement between and/or another agreement as the Administrator determines in its discretion. (x) The Participant and agrees to complete the Spousal Consent attached hereto as Exhibit D to the extent required by the Company or any of its affiliatesto enforce this Agreement.

Participant Representations. Participant hereby makes the following certifications and representations with respect to the Shares listed above: (a) Participant acknowledges that (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that has acquired sufficient information about the Company to reach an investment in informed and knowledgeable decision to acquire the Shares involves a high degree of riskShares. Participant is aware of the lack of liquidity of the acquiring these Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) Participant is acquiring the Restricted Stock as Shares issued for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended Act. (the “Securities Act”b) or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. Participant acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act by reason of in reliance upon a specific exemption therefrom, and which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. Participant understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Shares. Participant understands that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws. (c) Participant acknowledges is familiar with the provisions of Rule 701 and understands that on the Issuance Date there is not in effect Rule 144, each promulgated under the Securities Act Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise will be exempt from registration statement covering the Shares issued, and there is no prospectus meeting the requirements of Section 10(a)(3) of under the Securities Act. Accordingly, Participant agrees that Participant shall (i) deliver In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, ninety days thereafter (or such longer period as any market stand-off agreement may require) the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144. (d) In the event that the Company Participant’s Investment Representation Statement does not qualify under Rule 701 at the time of grant of the Option, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144. (e) Participant further understands that in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to event all of the Company that such Shares will applicable requirements of Rule 701 or 144 are not be sold other than (A) pursuant to an effective satisfied, registration statement under the Securities Act of 1933Act, as amendedcompliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an applicable exemption from the registration requirements of is available for such Act; (B) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all terms and conditions of the Plan, this Agreementoffers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other written agreement between Participant and the Company or any of its affiliatesregistration exemption will be available in such event.

Participant Representations. In connection with the issuance of the Units hereunder, the Participant represents and warrants to the Company that: (a) The Units to be acquired by the Participant acknowledges that (i) Participant was and is free pursuant to use professional advisors of Participant’s choice in connection with this Unit Agreement and any grant of Restricted Stock, that Participant understands this Agreement and will be acquired for the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) Participant is acquiring the Restricted Stock as Shares issued for investment for Participant’s own account only and not with a view to, or for resale intention of, distribution thereof in connection withviolation of the Securities Act, or any “distribution” thereof within the meaning other applicable federal, state or foreign securities laws, and such Units will not be disposed of in contravention of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision federal, state or foreign securities laws. (b) The Participant is a manager, director, officer or other key employee or consultant of state law. the Company or one of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the ownership of the Units. (c) The Participant does is able to bear the economic risk of the ownership of the Units for an indefinite period of time because such securities cannot have any present intention to transfer Shares to any person or entity. Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, and that the Shares must be held indefinitely sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (cd) The Participant has had an opportunity to ask questions and receive answers concerning the terms of the Units and has had full access to such other information concerning the Company and its Subsidiaries as the Participant has requested. The Participant hereby acknowledges and represents that the Participant has consulted with (or has had an opportunity to consult with) independent legal counsel regarding the Particiapnt’s rights and obligations under this Unit Agreement (including, without limitation, the OpCo LLC Agreement) and that the Participant fully understands that on the Issuance Date there is not in effect under the Securities Act a registration statement covering the Shares issued, terms and there is no prospectus meeting the requirements of Section 10(a)(3conditions contained herein and therein. The undersigned hereby elects pursuant to §83(b) of the Securities Act. Accordingly, Participant agrees that Participant shall (i) deliver to the Company Participant’s Investment Representation Statement in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to the Company that such Shares will not be sold other than (A) pursuant to an effective registration statement under the Securities Act Internal Revenue Code of 19331986, as amended, or an applicable exemption from to include in gross income as compensation for services the registration requirements of such Act; excess (Bif any) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all terms and conditions of the Planfair market value of the units described below over the amount paid for those units. 1. The name, this Agreementtaxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are: Taxpayer’s Name: ______________________ Taxpayer’s Social Security Number: ______________________ Address: ______________________ Taxable Year: Calendar Year [20__] 2. The property which is the subject of this election is ______ LTIP Units (the “Units”) of ZoomInfo Holdings LLC (the “Company”). 3. The property was transferred to the undersigned on ___________________. 4. The property is subject to the following restrictions: The Units are subject to restrictions on transfer and risk of forfeiture upon termination of the undersigned’s service relationship and in certain other events. 5. The fair market value of the property at time of transfer (determined without regard to any restrictions other written agreement between Participant and than nonlapse restrictions as defined in §1.83-3(h) of the Company or any of its affiliatesIncome Tax Regulations) is $0.00 per Unit x [____] Units = $0.00. 6. For the property transferred, the undersigned paid $0.00 per Unit x [____] Units = $0.00. 7. The amount to include in gross income is $0.00.

Participant Representations. In connection with the issuance of the Units hereunder, the Participant represents and warrants to the Company that: (a) The Units to be acquired by the Participant acknowledges that (i) Participant was and is free pursuant to use professional advisors of Participant’s choice in connection with this Unit Agreement and any grant of Restricted Stock, that Participant understands this Agreement and will be acquired for the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) Participant is acquiring the Restricted Stock as Shares issued for investment for Participant’s own account only and not with a view to, or for resale intention of, distribution thereof in connection withviolation of the Securities Act, or any “distribution” thereof within the meaning other applicable federal, state or foreign securities laws, and such Units will not be disposed of in contravention of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision federal, state or foreign securities laws. (b) The Participant is a manager, director, officer or other key employee or consultant of state law. the Company or one of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the ownership of the Units. (c) The Participant does is able to bear the economic risk of the ownership of the Units for an indefinite period of time because such securities cannot have any present intention to transfer Shares to any person or entity. Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, and that the Shares must be held indefinitely sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (cd) The Participant has had an opportunity to ask questions and receive answers concerning the terms of the Units and has had full access to such other information concerning the Company and its Subsidiaries as the Participant has requested. The Participant hereby acknowledges and represents that the Participant has consulted with (or has had an opportunity to consult with) independent legal counsel regarding the Particiapnt’s rights and obligations under this Unit Agreement (including, without limitation, the OpCo LLC Agreement) and that the Participant fully understands that on the Issuance Date there is not in effect under the Securities Act a registration statement covering the Shares issued, terms and there is no prospectus meeting the requirements of Section 10(a)(3conditions contained herein and therein. The undersigned hereby elects pursuant to §83(b) of the Securities Act. Accordingly, Participant agrees that Participant shall (i) deliver to the Company Participant’s Investment Representation Statement in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to the Company that such Shares will not be sold other than (A) pursuant to an effective registration statement under the Securities Act Internal Revenue Code of 19331986, as amended, or an applicable exemption from to include in gross income as compensation for services the registration requirements of such Act; excess (Bif any) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all terms and conditions of the Planfair market value of the units described below over the amount paid for those units. 1. The name, this Agreementtaxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are: Taxpayer’s Name: ______________________ Taxpayer’s Social Security Number: ______________________ Address: ______________________ Taxable Year: Calendar Year [20__] 2. The property which is the subject of this election is Class P Units (the “Units”) of ZoomInfo Holdings LLC (the “Company”). 3. The property was transferred to the undersigned on ___________________. 4. The property is subject to the following restrictions: The Units are subject to restrictions on transfer and risk of forfeiture upon termination of the undersigned’s service relationship and in certain other events. 5. The fair market value of the property at time of transfer (determined without regard to any restrictions other written agreement between Participant and than nonlapse restrictions as defined in §1.83-3(h) of the Company or any of its affiliatesIncome Tax Regulations) is $0.00 per Unit x [ ] Units = $0.00. 6. For the property transferred, the undersigned paid $0.00 per Unit x [ ] Units = $0.00. 7. The amount to include in gross income is $0.00.

Participant Representations. In connection with the issuance of the Units hereunder, the Participant represents and warrants to the Company that: (a) The Units to be acquired by the Participant acknowledges that (i) Participant was and is free pursuant to use professional advisors of Participant’s choice in connection with this Unit Agreement and any grant of Restricted Stock, that Participant understands this Agreement and will be acquired for the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) Participant is acquiring the Restricted Stock as Shares issued for investment for Participant’s own account only and not with a view to, or for resale intention of, distribution thereof in connection withviolation of the Securities Act, or any “distribution” thereof within the meaning other applicable federal, state or foreign securities laws, and such Units will not be disposed of in contravention of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision federal, state or foreign securities laws. (b) The Participant is a manager, director, officer or other key employee or consultant of state law. the Company or one of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the ownership of the Units. (c) The Participant does is able to bear the economic risk of the ownership of the Units for an indefinite period of time because such securities cannot have any present intention to transfer Shares to any person or entity. Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, and that the Shares must be held indefinitely sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (cd) The Participant has had an opportunity to ask questions and receive answers concerning the terms of the Units and has had full access to such other information concerning the Company and its Subsidiaries as the Participant has requested. The Participant hereby acknowledges and represents that the Participant has consulted with (or has had an opportunity to consult with) independent legal counsel regarding the Particiapnt’s rights and obligations under this Unit Agreement (including, without limitation, the OpCo LLC Agreement) and that the Participant fully understands that on the Issuance Date there is not in effect under the Securities Act a registration statement covering the Shares issued, terms and there is no prospectus meeting the requirements of Section 10(a)(3conditions contained herein and therein. The undersigned hereby elects pursuant to §83(b) of the Securities Act. Accordingly, Participant agrees that Participant shall (i) deliver to the Company Participant’s Investment Representation Statement in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to the Company that such Shares will not be sold other than (A) pursuant to an effective registration statement under the Securities Act Internal Revenue Code of 19331986, as amended, or an applicable exemption from to include in gross income as compensation for services the registration requirements of such Act; excess (Bif any) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all terms and conditions of the Planfair market value of the units described below over the amount paid for those units. 1. The name, this Agreementtaxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are: Taxpayer’s Name: ______________________ Taxpayer’s Social Security Number: ______________________ Address: ______________________ Taxable Year: Calendar Year [20__] 2. The property which is the subject of this election is ______ Class P Units (the “Units”) of ZoomInfo Holdings LLC (the “Company”). 3. The property was transferred to the undersigned on ___________________. 4. The property is subject to the following restrictions: The Units are subject to restrictions on transfer and risk of forfeiture upon termination of the undersigned’s service relationship and in certain other events. 5. The fair market value of the property at time of transfer (determined without regard to any restrictions other written agreement between Participant and than nonlapse restrictions as defined in §1.83-3(h) of the Company or any of its affiliatesIncome Tax Regulations) is $0.00 per Unit x [____] Units = $0.00. 6. For the property transferred, the undersigned paid $0.00 per Unit x [____] Units = $0.00. 7. The amount to include in gross income is $0.00.

Participant Representations. (a) In connection with the issuance and acquisition of Shares under this Agreement, the Participant acknowledges that hereby represents and warrants to the Company as follows: (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) The Participant is acquiring and will hold the Restricted Stock as Shares issued for investment for Participant’s own his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended Act. (the “Securities Act”ii) or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, therefrom and that the Shares must be held indefinitely indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an exemption from opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is availablenot required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. . (ciii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resale of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Participant acknowledges and understands that on the Issuance Date there is conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in effect the foreseeable future. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that he or she will not dispose of the Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act a or all appropriate action necessary for compliance with the registration statement covering the Shares issued, and there is no prospectus meeting the requirements of Section 10(a)(3) of the Securities Act. Accordingly, Participant agrees that Participant shall (i) deliver to the Company Participant’s Investment Representation Statement in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to the Company that such Shares will not be sold other than (A) pursuant to an effective Act or with any exemption from registration statement available under the Securities Act of 1933(including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as amendedhe or she considers necessary or appropriate for deciding whether to invest in the Shares, or and the Participant has had an applicable exemption opportunity to ask questions and receive answers from the registration requirements of such Act; (B) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all Company regarding the terms and conditions of the Plan, this Agreement, and any other written agreement between issuance of the Shares. (vi) The Participant and is aware that his or her investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or any her financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of its affiliateshis or her investment in the Shares.

Participant Representations. (a) In connection with the issuance and acquisition of Shares under this Agreement, the Participant acknowledges that hereby represents and warrants to the Company as follows: (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) The Participant is acquiring and will hold the Restricted Stock as Shares issued for investment for Participant’s own his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended Act. (the “Securities Act”ii) or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, therefrom and that the Shares must be held indefinitely indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an exemption from opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is availablenot required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares.. 4 of 9 (ciii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resale of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Participant acknowledges and understands that on the Issuance Date there is conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in effect the foreseeable future. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that he or she will not dispose of the Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act a or all appropriate action necessary for compliance with the registration statement covering the Shares issued, and there is no prospectus meeting the requirements of Section 10(a)(3) of the Securities Act. Accordingly, Participant agrees that Participant shall (i) deliver to the Company Participant’s Investment Representation Statement in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to the Company that such Shares will not be sold other than (A) pursuant to an effective Act or with any exemption from registration statement available under the Securities Act of 1933(including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as amendedhe or she considers necessary or appropriate for deciding whether to invest in the Shares, or and the Participant has had an applicable exemption opportunity to ask questions and receive answers from the registration requirements of such Act; (B) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all Company regarding the terms and conditions of the Plan, this Agreement, and any other written agreement between issuance of the Shares. (vi) The Participant and is aware that his or her investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or any her financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of its affiliateshis or her investment in the Shares.

Participant Representations. (a) In connection with the issuance and acquisition of Shares under this Agreement, the Participant acknowledges that hereby represents and warrants to the Company as follows: (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) The Participant is acquiring and will hold the Restricted Stock as Shares issued for investment for Participant’s own his or her account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act of 1933, as amended Act. (the “Securities Act”ii) or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, therefrom and that the Shares must Director Restricted Share Agreement be held indefinitely indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an exemption from opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is availablenot required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (ciii) The Participant acknowledges is aware of the adoption of Rule 144 by the Securities and understands Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that on he or she will not dispose of the Issuance Date there is Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not in effect require registration of the Shares under the Securities Act a or all appropriate action necessary for compliance with the registration statement covering the Shares issued, and there is no prospectus meeting the requirements of Section 10(a)(3) of the Securities Act. Accordingly, Participant agrees that Participant shall (i) deliver to the Company Participant’s Investment Representation Statement in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to the Company that such Shares will not be sold other than (A) pursuant to an effective Act or with any exemption from registration statement available under the Securities Act of 1933(including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as amendedhe or she considers necessary or appropriate for deciding whether to invest in the Shares, or and the Participant has had an applicable exemption opportunity to ask questions and receive answers from the registration requirements of such Act; (B) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all Company regarding the terms and conditions of the Plan, this Agreement, and any other written agreement between issuance of the Shares. (vi) The Participant and is aware that his or her investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or any her financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of its affiliateshis or her investment in the Shares.

Participant Representations. (a) In connection with the issuance and acquisition of Shares under this Agreement, the Participant acknowledges that hereby represents and warrants to the Company as follows: (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) The Participant is acquiring and will hold the Restricted Stock as Shares issued for investment for Participant’s own his or her account only and not with a view to, or for resale in connection with, any “"distribution” " thereof within the meaning of the Securities Act of 1933, as amended Act. (the “Securities Act”ii) or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, therefrom and that the Shares must be held indefinitely indefinitely, unless they are subsequently registered under the Securities Act or Employee Restricted Share Agreement the Participant obtains an exemption from opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is availablenot required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (ciii) The Participant acknowledges is aware of the adoption of Rule 144 by the Securities and understands Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that on he or she will not dispose of the Issuance Date there is Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not in effect require registration of the Shares under the Securities Act a or all appropriate action necessary for compliance with the registration statement covering the Shares issued, and there is no prospectus meeting the requirements of Section 10(a)(3) of the Securities Act. Accordingly, Participant agrees that Participant shall (i) deliver to the Company Participant’s Investment Representation Statement in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to the Company that such Shares will not be sold other than (A) pursuant to an effective Act or with any exemption from registration statement available under the Securities Act of 1933(including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as amendedhe or she considers necessary or appropriate for deciding whether to invest in the Shares, or and the Participant has had an applicable exemption opportunity to ask questions and receive answers from the registration requirements of such Act; (B) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all Company regarding the terms and conditions of the Plan, this Agreement, and any other written agreement between issuance of the Shares. (vi) The Participant and is aware that his or her investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or any her financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of its affiliateshis or her investment in the Shares.

Participant Representations. Participant hereby makes the following certifications and representations with respect to the Shares listed above: (a) Participant acknowledges that (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that has acquired sufficient information about the Company to reach an investment in informed and knowledgeable decision to acquire the Shares involves a high degree of riskShares. Participant is aware of the lack of liquidity of the acquiring these Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) Participant is acquiring the Restricted Stock as Shares issued for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended Act. (the “Securities Act”b) or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. Participant acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act by reason of in reliance upon a specific exemption therefrom, and which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. Participant understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Shares. Participant understands that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable federal, state or foreign securities laws. (c) Participant acknowledges is familiar with the provisions of Rule 701 and understands that on the Issuance Date there is not in effect Rule 144, each promulgated under the Securities Act Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise will be exempt from registration statement covering the Shares issued, and there is no prospectus meeting the requirements of Section 10(a)(3) of under the Securities Act. AccordinglyIn the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Participant agrees that Participant shall 90 days thereafter (or such longer period as any market stand-off agreement may require) the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (i) deliver to the Company Participantresale being made through a broker in an unsolicited “broker’s Investment Representation Statement transaction” or in transactions directly with a market maker (as said term is defined under the Exchange Act); and, in the form attached hereto as Exhibit B; and/or case of an affiliate, (ii) make appropriate representations the availability of certain public information about the Company, (iii) the amount of securities being sold during any three-month period not exceeding the limitations specified in Rule 144(e), and (iv) the timely filing of a form satisfactory Form 144, if applicable. (d) In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the securities were sold by the Company or the date the securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the securities by an affiliate, or by a non-affiliate who subsequently holds the securities less than two years, the satisfaction of the conditions set forth in sections (i), (ii), (iii) and (iv) of paragraph (c) above. (e) Participant further understands that such Shares will in the event all of the applicable requirements of Rule 701 or Rule 144 are not be sold other than (A) pursuant to an effective satisfied, registration statement under the Securities Act of 1933Act, as amendedcompliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and Rule 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or Rule 701 will have a substantial burden of proof in establishing that an applicable exemption from the registration requirements of is available for such Act; (B) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all terms and conditions of the Plan, this Agreementoffers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other written agreement between Participant and the Company or any of its affiliatesregistration exemption will be available in such event.

Participant Representations. (a) In connection with the issuance and acquisition of Shares under this Agreement, the Participant acknowledges that hereby represents and warrants to the Company as follows: (i) Participant was and is free to use professional advisors of Participant’s choice in connection with this Agreement and any grant of Restricted Stock, that Participant understands this Agreement and the meaning and consequences of receiving a grant of Restricted Stock and unrestricted Shares released from the Escrow upon vesting of such Restricted Stock, and is entering into this Agreement freely and without coercion or duress; and (ii) Participant has not received and is not relying, and will not rely, upon any advice, representations or assurances made by or on behalf of the Company or any of its affiliates or any employee of or counsel to the Company or any of its affiliates regarding any tax or other effects or implications of receiving a grant of Restricted Stock or the holding of Shares or other matters contemplated by this Agreement. (b) (i) Participant is aware of the Company’s business affairs and financial condition and understands that an investment in the Shares involves a high degree of risk. Participant is aware of the lack of liquidity of the Shares and the restrictions on transferability on the Restricted Stock and the Shares, whether vested or unvested, including that Participant may not be able to sell or dispose of them or use them as collateral for loans. (ii) The Participant is acquiring and will hold the Restricted Stock as Shares issued for investment for Participant’s own his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended Act. (the “Securities Act”ii) or under any applicable provision of state law. Participant does not have any present intention to transfer Shares to any person or entity. The Participant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, therefrom and that the Shares must be held indefinitely indefinitely, unless they are subsequently registered under the Securities Act or the Participant obtains an exemption from opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is availablenot required. The Participant further acknowledges and understands that the Company is under no obligation to register the Shares. (ciii) The Participant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Participant acknowledges and understands that on the Issuance Date there is conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in effect the foreseeable future. (iv) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Participant agrees that he or she will not dispose of the Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that the proposed disposition does not require registration of the Shares under the Securities Act a or all appropriate action necessary for compliance with the registration statement covering the Shares issued, and there is no prospectus meeting the requirements of Section 10(a)(3) of the Securities Act. Accordingly, Participant agrees that Participant shall (i) deliver to the Company Participant’s Investment Representation Statement in the form attached hereto as Exhibit B; and/or (ii) make appropriate representations in a form satisfactory to the Company that such Shares will not be sold other than (A) pursuant to an effective Act or with any exemption from registration statement available under the Securities Act of 1933(including Rule 144) has been taken. (v) The Participant has been furnished with, and has had access to, such information as amendedhe or she considers necessary or appropriate for deciding whether to invest in the Shares, or and the Participant has had an applicable exemption opportunity to ask questions and receive answers from the registration requirements of such Act; (B) in compliance with all applicable state securities laws and regulations; and (C) in compliance with all Company regarding the terms and conditions of the Plan, this Agreement, and any other written agreement between issuance of the Shares. (vi) The Participant and is aware that his or her investment in the Company is a speculative investment which has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his or any her financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of its affiliateshis or her investment in the Shares.