Common use of Securities Law Representations Clause in Contracts

Securities Law Representations. The Purchaser acknowledges that the Restricted Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Purchaser, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Purchaser is acquiring the Restricted Shares solely for the Purchaser’s own account, for investment purposes only, and not with a view or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Purchaser is an “accredited investor”, as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Restricted Shares. The Purchaser has been furnished with, and/or has access to, such information as the Purchaser considers necessary or appropriate for deciding whether to purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Purchaser has and will rely only upon the advice of the Purchaser’s own legal counsel, tax advisors, and/or investment advisors. • The Purchaser is aware that any value the Restricted Shares may have depends on their vesting and certain other factors, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and could acquire capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Purchaser understands that the Restricted Shares will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Purchaser acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Purchaser is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Purchaser has read and understands the restrictions, limitations and the Company’s rights set forth in the Management Investor Rights Agreement, the Plan and this Agreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares have vested). The Purchaser acknowledges that to the extent the Purchaser is not a party to the Management Investor Rights Agreement at the time that the Purchaser purchases the Restricted Shares, such purchase shall be treated for all purposes as effecting the Purchaser’s simultaneous execution of the Management Investor Rights Agreement and the Purchaser shall be bound thereby. • The Purchaser has not relied upon any oral representation made to the Purchaser relating to the Restricted Shares or upon information presented in any promotional meeting or material relating to the Restricted Shares. • The Purchaser understands and acknowledges that (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws or the Management Investor Rights Agreement or the Plan, and (b) except as otherwise provided under the Management Investor Rights agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Purchaser Grantee acknowledges that the Restricted Shares are not being registered under the Securities Act, Act based, in part, in (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities ActAct or (ii) the fact that the Grantee is an “accredited investor” (as defined under the Securities Act and the rules and regulations promulgated thereunder), and, in each of clauses (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The PurchaserGrantee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Purchaser Grantee is acquiring the Restricted Shares solely for the PurchaserGrantee’s own account, for investment purposes only, and not with a view or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Purchaser Grantee is an “accredited investor”, as that term is defined in Rule 501(a)(1), 501(a)(4) (25) or (36) of Regulation D promulgated under the Securities Act. • The Purchaser Grantee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Restricted Shares. The Purchaser Grantee has been furnished with, and/or has access to, such information as the Purchaser Grantee considers necessary or appropriate for deciding whether to purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Purchaser Grantee has and will rely only upon the advice of the PurchaserGrantee’s own legal counsel, tax advisors, and/or investment advisors. • The Purchaser Grantee is aware that any value the Restricted Shares may have depends on their vesting and certain other factors, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and could acquire require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Purchaser Grantee understands that the Restricted Shares will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Purchaser Grantee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Purchaser Grantee is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Purchaser Grantee has read and understands the restrictions, limitations and the Company’s rights set forth in the Management Investor Rights Securityholders Agreement, the Plan and this Agreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares have vested). The Purchaser Grantee acknowledges that to the extent the Purchaser Grantee is not a party to the Management Investor Rights Securityholders Agreement at the time that the Purchaser Grantee purchases the Restricted Shares, such purchase shall be treated for all purposes as effecting the PurchaserGrantee’s simultaneous execution of the Management Investor Rights Securityholders Agreement and the Purchaser Grantee shall be bound thereby. • The Purchaser Grantee has not relied upon any oral representation made to the Purchaser Grantee relating to the Restricted Shares or upon information presented in any promotional meeting or material relating to the Restricted Shares. • The Purchaser Grantee understands and acknowledges that (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws or the Management Investor Rights Securityholders Agreement or the Plan, and (b) except as otherwise provided under the Management Investor Rights agreementSecurityholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Purchaser Optionee acknowledges that the Restricted Option and the Shares are not being registered under the Securities Act, based, in part, in on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities ActAct or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act and the rules and regulations promulgated thereunder), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The PurchaserOptionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges agrees that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicatedOptionee shall make such representations as may be required to be made by the Optionee upon any acquisition of Shares hereunder as set forth in the Stockholders Agreement, in substantial partas such representations shall be required to be made at such time. The Optionee further represents the following, upon as of the accuracy of these representationsdate hereof: • The Purchaser is acquiring the Restricted Shares solely for the Purchaser’s own accountOptionee represents and warrants that (i) such party has full legal power, for investment purposes onlyauthority and right to execute and deliver, and not to perform its obligations under, this Agreement, and (ii) this Agreement has been duly and validly executed and delivered by such party and constitutes a valid and binding agreement of such party enforceable against such party in accordance with a view or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities lawsits terms. • The Purchaser is an “accredited investor”, as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Purchaser Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Restricted Shares. The Purchaser has been furnished with, and/or has access to, such information as Option and the Purchaser considers necessary or appropriate for deciding whether to purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Purchaser has and will rely only restrictions imposed on any Shares purchased upon the advice exercise of the Purchaser’s own legal counsel, tax advisors, and/or investment advisorsOption. • The Purchaser Optionee is aware that the Option may be of no practical value, that any value the Restricted Shares it may have depends on their its vesting and certain other factorsexercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and could acquire require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Purchaser understands that the Restricted Shares will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Purchaser acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Purchaser is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Purchaser Optionee has read and understands the restrictions, restrictions and limitations and the Company’s rights set forth in the Management Investor Rights Stockholders Agreement, the Plan and this Agreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares have vested). The Purchaser acknowledges that to the extent the Purchaser is not a party to the Management Investor Rights Agreement at the time that the Purchaser purchases the Restricted Shares, such purchase shall be treated for all purposes as effecting the Purchaser’s simultaneous execution of the Management Investor Rights Agreement and the Purchaser shall be bound therebyAgreement. • The Purchaser Optionee has not relied upon any oral representation made to the Purchaser Optionee relating to the Restricted Option or the purchase of the Shares on exercise of the Option or upon information presented in any promotional meeting or material relating to the Restricted Option or the Shares. • The Purchaser Optionee understands and acknowledges that that, if and when the Optionee exercises the Option, (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws or the Management Investor Rights Agreement or the Planlaws, and (b) except as otherwise provided in this Agreement or under the Management Investor Stockholders Agreement or the Registration Rights agreementAgreement (as such term is defined in the Stockholders Agreement), the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Purchaser Optionee acknowledges that the Restricted Option and the Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The PurchaserOptionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Purchaser Optionee is acquiring the Restricted Option and, if and when he or she exercises the Option, will acquire the Shares solely for the PurchaserOptionee’s own account, for investment purposes only, and not with a view or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Purchaser Optionee is an “accredited investor”, ,” as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Purchaser Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Restricted SharesOption and the restrictions imposed on any Shares purchased upon exercise of the Option. The Purchaser Optionee has been furnished with, and/or has access to, such information as the Purchaser Optionee considers necessary or appropriate for deciding whether to exercise the Option and purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Purchaser Optionee has and will rely only upon the advice of the PurchaserOptionee’s own legal counsel, tax advisors, and/or investment advisors. • The Purchaser Optionee acknowledges that to the best of his or her knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that any value of the Restricted Shares may have Option depends on their its vesting and exercisability as well as an increase in the Fair Market Value and certain other factorsfactors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and could acquire require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Purchaser Optionee understands that any Shares acquired on exercise of the Restricted Shares Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Purchaser Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Purchaser Optionee is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Purchaser Optionee has read and understands the restrictions, restrictions and limitations and the Company’s rights set forth in the Management Investor Rights Agreement, the Plan and this Agreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares have vested)Agreement. The Purchaser Optionee acknowledges that to the extent the Purchaser Optionee is not a party to the Management Investor Rights Agreement at the time that the Purchaser purchases Optionee exercises any portion of the Restricted SharesOption, such purchase exercise shall be treated for all purposes as effecting the PurchaserOptionee’s simultaneous execution of the Management Investor Rights Agreement and the Purchaser Optionee shall be bound thereby. • The Purchaser Optionee has not relied upon any oral representation made to the Purchaser Optionee relating to the Restricted Option or the purchase of the Shares on exercise of the Option or upon information presented in any promotional meeting or material relating to the Restricted Option or the Shares. • The Purchaser Optionee understands and acknowledges that that, if and when he or she exercises the Option, (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws or the Management Investor Rights Agreement or the Planlaws, and (b) except as otherwise provided under the Management Investor Rights agreementAgreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Purchaser Optionee acknowledges that the Restricted Option and the Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The PurchaserOptionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Purchaser Optionee is acquiring the Restricted Option and, if and when he exercises the Option, will acquire the Shares solely for the PurchaserOptionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Purchaser is an “accredited investor”, as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Purchaser Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Restricted SharesOption and the restrictions imposed on any Shares purchased upon exercise of the Option. The Purchaser Optionee has been furnished with, and/or has access to, such information as the Purchaser he considers necessary or appropriate for deciding whether to exercise the Option and purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Purchaser Optionee has and will rely only upon the advice of the Purchaser’s his own legal counsel, tax advisors, and/or investment advisors. • The Purchaser Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that the Option may be of no practical value, that any value the Restricted Shares it may have depends on their its vesting and certain other factorsexercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and could acquire require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Purchaser Optionee understands that any Shares acquired on exercise of the Restricted Shares Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Purchaser Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Purchaser he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Purchaser Optionee has read and understands the restrictions, restrictions and limitations and the Company’s rights set forth in the Management Investor Rights Agreement, the Plan and this Agreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares have vested)Agreement. The Purchaser Optionee acknowledges that to the extent the Purchaser Optionee is not a party to the Management Investor Rights Agreement at the time that the Purchaser purchases Optionee exercises any portion of the Restricted SharesOption, such purchase exercise shall be treated for all purposes as effecting the PurchaserOptionee’s simultaneous execution of the Management Investor Rights Agreement and the Purchaser Optionee shall be bound thereby. • The Purchaser Optionee has not relied upon any oral representation made to the Purchaser Optionee relating to the Restricted Option or the purchase of the Shares on exercise of the Option or upon information presented in any promotional meeting or material relating to the Restricted Option or the Shares. • The Purchaser Optionee understands and acknowledges that that, if and when he exercises the Option, (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws or the Management Investor Rights Agreement or the Planlaws, and (b) except as otherwise provided under the Management Investor Rights agreementAgreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Purchaser Participant acknowledges that the Restricted Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The PurchaserParticipant, by executing this Agreement, hereby makes the following representations to the Company Corporation and acknowledges that the CompanyCorporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Purchaser Participant is acquiring the Restricted Shares solely for the PurchaserParticipant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Purchaser is an “accredited investor”, as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Purchaser Participant has had an opportunity to ask questions and receive answers from the Company Corporation regarding the terms and conditions of the Award and the restrictions imposed on the Restricted Shares. The Purchaser Participant has been furnished with, and/or has access to, such information as the Purchaser he or she considers necessary or appropriate for deciding whether to purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Purchaser Participant has and will rely only upon the advice of the Purchaser’s his/her own legal counsel, tax advisors, and/or investment advisors. • The Purchaser Participant is aware that any value the Restricted Shares may have depends on their vesting and certain other factors, be of no practical value and that any investment in common shares of a closely held corporation such as the Company Corporation is non-marketable, non-transferable and could acquire require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Purchaser Participant understands that the Restricted Shares will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Purchaser Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Purchaser he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Purchaser Participant has read and understands the restrictions, restrictions and limitations and the Company’s rights set forth in the Management Investor Rights Agreement, the Plan and this Agreement that which will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares shares have vested). The Purchaser acknowledges that to , including, but not limited to, the extent the Purchaser is not a party to the Management Investor Rights Agreement at the time that the Purchaser purchases the Restricted Sharesprovisions of Section 6, such purchase shall be treated for all purposes as effecting the Purchaser’s simultaneous execution 8 and 9 of the Management Investor Rights Agreement and the Purchaser shall be bound therebythis Agreement. • The Purchaser has not relied upon any At no time was an oral representation made to the Purchaser Participant relating to the Award or the purchase of Restricted Shares and the Participant was not presented with or upon information presented in solicited by any promotional meeting or material relating to the Award or the Restricted Shares. • The Purchaser Participant understands and acknowledges that (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear bear, in addition to any other legends which may be required by applicable federal and state securities laws or laws, the Management Investor Rights Agreement or legend set forth in Section 7.5.3 of the Plan, and (b) except as otherwise provided under the Management Investor Rights agreement, the Company Corporation has no obligation to register the Restricted Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Purchaser Optionee acknowledges that the Restricted Options and the Shares are not being registered under the Securities Act, based, in part, in on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The PurchaserOptionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Purchaser Optionee is acquiring the Restricted Options and, if and when the Optionee exercises the Options, will acquire the Shares solely for the PurchaserOptionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Purchaser is an “accredited investor”, as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Purchaser Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Restricted SharesOptions and the restrictions imposed on any Shares purchased upon exercise of the Options. The Purchaser Optionee has been furnished with, and/or has access to, such information as the Purchaser he considers necessary or appropriate for deciding whether to exercise the Options and purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Purchaser Optionee has and will rely only upon the advice of the Purchaser’s his own legal counsel, tax advisors, and/or investment advisors. • The Purchaser Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that the Options may be of no practical value, that any value the Restricted Shares it may have depends on their its vesting and certain other factorsexercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could acquire require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Purchaser Optionee understands that any Shares acquired on exercise of the Restricted Shares Options will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Purchaser Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Purchaser he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Purchaser Optionee has read and understands the restrictions, restrictions and limitations and the Company’s rights set forth in the Management Investor Rights Shareholders Agreement, the Plan and this Agreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares have vested). The Purchaser acknowledges that to the extent the Purchaser is not a party to the Management Investor Rights Agreement at the time that the Purchaser purchases the Restricted Shares, such purchase shall be treated for all purposes as effecting the Purchaser’s simultaneous execution of the Management Investor Rights Agreement and the Purchaser shall be bound therebyAgreement. • The Purchaser Optionee has not relied upon any oral representation made to the Purchaser Optionee relating to the Restricted Options or the purchase of the Shares on exercise of some or all of the Options or upon information presented in any promotional meeting or material relating to the Restricted Options or the Shares. • The Purchaser Optionee understands and acknowledges that that, if and when he exercises the Options, (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws or the Management Investor Rights Agreement or the Planlaws, and (b) except as otherwise provided under the Management Investor Rights agreementShareholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Purchaser acknowledges that the Option and the Restricted Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Purchaser, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Purchaser is acquiring the Restricted Shares solely for the Purchaser’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Purchaser is an “accredited investor”, as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Restricted Shares. The Purchaser has been furnished with, and/or has access to, such information as the Purchaser he considers necessary or appropriate for deciding whether to purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Purchaser has and will rely only upon the advice of the Purchaser’s his own legal counsel, tax advisors, and/or investment advisors. • The Purchaser is aware that any value the Restricted Shares may be of no practical value, that any value they may have depends on their vesting and certain other factorsvesting, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and could acquire require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Purchaser understands that the Restricted Shares will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Purchaser acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Purchaser he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Purchaser has read and understands the restrictions, limitations and the Company’s Company rights set forth in the Management Investor Rights Agreement, the Plan and this Agreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares shares have vested). The Purchaser acknowledges that to the extent the Purchaser is not a party to the Management Investor Rights Agreement at the time that the Purchaser purchases the Restricted Shares, such purchase shall be treated for all purposes as effecting the Purchaser’s simultaneous execution of the Management Investor Rights Agreement and the Purchaser shall be bound thereby. • The Purchaser has not relied upon any oral representation made to the Purchaser relating to the Restricted Shares or upon information presented in any promotional meeting or material relating to the Restricted Shares. • The Purchaser understands and acknowledges that (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws or the Management Investor Rights Agreement or the PlanAgreement, and (b) except as otherwise provided under the Management Investor Rights agreementAgreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Purchaser acknowledges (a) Seller represents that it (i) was provided the Restricted Shares are not being registered under opportunity to ask questions of and receive answers from Parent, or its representative, concerning the Securities Actoperations, based, in part, in reliance upon an exemption from registration under Rule 701 promulgated under the Securities Actbusiness and financial condition of Parent, and a comparable exemption from qualification under applicable state securities lawsall such questions have been answered to its full satisfaction and any information necessary to verify such responses has been made available to it; (ii) has received such documents, materials and information as each it deems necessary or appropriate for evaluation of the Convertible Debentures and the Common Stock of Parent into which they may be amended from time converted (the "Common Stock"), and further confirms that it has carefully read and understand these materials and have made such further investigation as was deemed appropriate to time. The Purchaser, by executing this Agreement, hereby makes the following representations obtain additional information to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon verify the accuracy of these representations: • The Purchaser such materials; (iii) confirm that the Convertible Debentures were not offered to Seller by any means of general solicitation or general advertising; (iv) believes that Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Convertible Debentures (v) is acquiring the Restricted Shares solely Convertible Debentures for the Purchaser’s its own account, for investment purposes only, and not with a view towards the sale or other distribution thereof, other than pursuant to an intent to sell, effective resale registration statement in whole or to offer for resale in connection with any unregistered distribution, all part or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Purchaser is an “accredited investor”, as that term is defined in Rule 501(a)(1), exemption therefrom; (2vi) or (3) of Regulation D promulgated under the Securities Act. • The Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Restricted Shares. The Purchaser has been furnished with, and/or has access to, such information as the Purchaser considers necessary or appropriate for deciding whether to purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Purchaser has and will rely only upon the advice of the Purchaser’s own legal counsel, tax advisors, and/or investment advisors. • The Purchaser is aware that any value the Restricted Shares may have depends on their vesting and certain other factors, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and could acquire capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Purchaser understands that the Restricted Shares will be characterized as “restricted securities” Convertible Debentures and the Common Stock have not been registered under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration of any state or under the Securities Act only and are offered in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Purchaser acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, reliance on exemptions therefrom and represents that the Purchaser is familiar with such rule, Convertible Debentures and understands the resale limitations imposed thereby and Common Stock have not been approved or disapproved by the Securities Act SEC or by any other federal or state agency; and the applicable state securities law. • The Purchaser has read and (vii) understands the restrictions, limitations and the Company’s rights set forth in the Management Investor Rights Agreement, the Plan and this Agreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares have vested). The Purchaser acknowledges that to the extent the Purchaser is not a party to the Management Investor Rights Agreement at the time that the Purchaser purchases the Restricted Shares, such purchase shall be treated for all purposes as effecting the Purchaser’s simultaneous execution of the Management Investor Rights Agreement and the Purchaser shall be bound thereby. • The Purchaser has not relied upon any oral representation made to the Purchaser relating to the Restricted Shares or upon information presented in any promotional meeting or material relating to the Restricted Shares. • The Purchaser understands and acknowledges that (a) any certificate evidencing owners of the Restricted Shares (or evidencing any other securities issued with respect thereto Convertible Debentures and the Common Stock will have only such rights, if any, to require the Convertible Debentures and the Common Stock to be registered under the Securities Act as are provided to purchasers of Convertible Debentures pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws or the Management Investor Rights Agreement or the Plan, Private Placement; and (b) except as otherwise provided under it may not be possible for it to sell the Management Investor Rights agreementConvertible Debentures and the Common Stock and accordingly, it may have to hold the Company has no obligation to register Convertible Debentures and the Shares Common Stock, and bear the economic risk of this investment for an extended period of time: The foregoing, however, does not limit or file any registration statement under federal modify the representations and warranties of Buyer in Section 6 of this Agreement or state securities laws. The Committee reserves the right of the Seller to account for Shares through book entry or other electronic means rather than the issuance of stock certificatesrely thereon.

Securities Law Representations. The Purchaser Optionee acknowledges that the Restricted Option and the Shares are not being registered under the Securities Act, based, in part, in on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The PurchaserOptionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • · The Purchaser Optionee is acquiring the Restricted Option and, if and when the Optionee exercises the Option, will acquire the Shares solely for the PurchaserOptionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • · The Purchaser is an “accredited investor”, as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Purchaser Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Restricted SharesOption and the restrictions imposed on any Shares purchased upon exercise of the Option. The Purchaser Optionee has been furnished with, and/or has access to, such information as the Purchaser he considers necessary or appropriate for deciding whether to exercise the Option and purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Purchaser Optionee has and will rely only upon the advice of the Purchaser’s his own legal counsel, tax advisors, and/or investment advisors. • · The Purchaser Optionee is aware that the Option may be of no practical value, that any value the Restricted Shares it may have depends on their its vesting and certain other factorsexercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could acquire require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • · The Purchaser Optionee understands that any Shares acquired on exercise of the Restricted Shares Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Purchaser Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Purchaser he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • · The Purchaser Optionee has read and understands the restrictions, restrictions and limitations and the Company’s rights set forth in the Management Investor Rights Shareholders Agreement, the Plan and this Agreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares have vested)Agreement. · The Purchaser acknowledges that to the extent the Purchaser is not a party to the Management Investor Rights Agreement at the time that the Purchaser purchases the Restricted Shares, such purchase shall be treated for all purposes as effecting the Purchaser’s simultaneous execution of the Management Investor Rights Agreement and the Purchaser shall be bound thereby. • The Purchaser Optionee has not relied upon any oral representation made to the Purchaser Optionee relating to the Restricted Option or the purchase of the Shares on exercise of some or all of the Option or upon information presented in any promotional meeting or material relating to the Restricted Option or the Shares. • · The Purchaser Optionee understands and acknowledges that that, if and when he exercises the Option, (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws or the Management Investor Rights Agreement or the Planlaws, and (b) except as otherwise provided under the Management Investor Rights agreementShareholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Purchaser Employee acknowledges that the Restricted Shares are Stock is not being registered under the Securities Act, based, in part, in on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities ActAct or (ii) the fact that the Employee is an “accredited investor” (as defined under the Securities Act and the rules and regulations promulgated thereunder), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The PurchaserEmployee further represents the following, by executing as of the date hereof: • The Employee represents and warrants that (i) such party has full legal power, authority and right to execute and deliver, and to perform its obligations under, this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal (ii) this Agreement has been duly and state securities law exemptions from registration validly executed and qualification is predicated, delivered by such party and constitutes a valid and binding agreement of such party enforceable against such party in substantial part, upon the accuracy of these representations: • The Purchaser is acquiring the Restricted Shares solely for the Purchaser’s own account, for investment purposes only, and not accordance with a view or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities lawsits terms. • The Purchaser is an “accredited investor”, as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Purchaser Employee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Restricted Shares. The Purchaser has been furnished with, and/or has access to, such information as Stock Award and the Purchaser considers necessary or appropriate for deciding whether to purchase restrictions imposed on the Restricted Shares. However, in evaluating the merits Stock and risks of an investment in any Shares subject to the Restricted Shares, the Purchaser has and will rely only upon the advice of the Purchaser’s own legal counsel, tax advisors, and/or investment advisorsStock. • The Purchaser Employee is aware that any value the Restricted Shares Stock may have depends on their vesting and certain other factorsits vesting, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and could acquire capital to be invested constitute an investment for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Purchaser understands that the Restricted Shares will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Purchaser acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Purchaser is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Purchaser Employee has read and understands the restrictions, restrictions and limitations and the Company’s rights set forth in the Management Investor Rights Stockholders Agreement, the Plan and this Agreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares have vested). The Purchaser acknowledges that to the extent the Purchaser is not a party to the Management Investor Rights Agreement at the time that the Purchaser purchases the Restricted Shares, such purchase shall be treated for all purposes as effecting the Purchaser’s simultaneous execution of the Management Investor Rights Agreement and the Purchaser shall be bound therebyAgreement. • The Purchaser Employee has not relied upon any oral representation made to the Purchaser Employee relating to the Restricted Shares to, or upon information presented in any promotional meeting or material relating to to, the Restricted SharesStock Award or the Restricted Stock. • The Purchaser Employee understands and acknowledges that that, if and when the Restricted Stock vests, (a) any certificate evidencing the Restricted such Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws or the Management Investor Rights Agreement or the Planlaws, and (b) except as otherwise provided in this Agreement or under the Management Investor Stockholders Agreement or the Registration Rights agreementAgreement (as such term is defined in the Stockholders Agreement), the Company has no obligation to register the such Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Purchaser Optionee acknowledges that the Restricted Option and the Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The PurchaserOptionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Purchaser Optionee is acquiring the Restricted Option and, if and when he/she exercises the Option, will acquire the Shares solely for the PurchaserOptionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Purchaser is an “accredited investor”, as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Purchaser Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Restricted SharesOption and the restrictions imposed on any Shares purchased upon exercise of the Option. The Purchaser Optionee has been furnished with, and/or has access to, such information as the Purchaser he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Purchaser Optionee has and will rely only upon the advice of the Purchaser’s his/her own legal counsel, tax advisors, and/or investment advisors. • The Purchaser Optionee acknowledges receipt of the Company’s Questions and Answers Regarding Stock Awards (the “Stock Award Q&A”), including the financial information referred to therein. • The Optionee acknowledges that to the best of his or her knowledge the Option Price is not less than what the Board has determined to be the fair market value of the Shares. • The Optionee is aware that the Option may be of no practical value, that any value the Restricted Shares it may have depends on their its vesting and certain other factorsexercisability as well as an increase in the fair market value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and could acquire require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Purchaser Optionee understands that any Shares acquired on exercise of the Restricted Shares Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Purchaser Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Purchaser he or she is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Purchaser Optionee has read and understands the restrictions, restrictions and limitations and the Company’s rights set forth in the Management Investor Rights Agreement, the Plan and this Agreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares have vested). The Purchaser acknowledges that to the extent the Purchaser is not a party to the Management Investor Rights Agreement at the time that the Purchaser purchases the Restricted Shares, such purchase shall be treated for all purposes as effecting the Purchaser’s simultaneous execution of the Management Investor Rights Agreement and the Purchaser shall be bound therebyAgreement. • The Purchaser Optionee has not relied upon any oral representation made to the Purchaser Optionee relating to the Restricted Option or the purchase of the Shares on exercise of the Option or upon information presented in any promotional meeting or material relating to the Restricted Option or the Shares. , other than the Stock Award Q&A. • The Purchaser understands and acknowledges that that, if and when he/she exercise the Option, (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws or the Management Investor Rights Agreement or the Planlaws, and (b) except as otherwise provided under the Management Investor Rights agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.