Common use of Securities Law Representations Clause in Contracts

Securities Law Representations. The Optionee acknowledges that the Option and the Shares are not being registered under the Securities Act, based, in part, 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 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 Optionee, by executing this Agreement, hereby agrees that the Optionee 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, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereof: • The Optionee 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, 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 its terms. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. • The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability 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 require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee has read and understands the restrictions and limitations set forth in the Stockholders Agreement, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges that, if and when the Optionee exercises the Option, (a) any certificate evidencing the 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, and (b) except as otherwise provided in this Agreement or under the Stockholders Agreement or the Registration Rights Agreement (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.

Securities Law Representations. The Optionee acknowledges that the Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 or Regulation D promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act 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 Optionee, by executing this Agreement, hereby agrees makes the following representations to the Company and acknowledges that the Optionee shall make such representations as may be required to be made by Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the Optionee upon any acquisition accuracy of Shares hereunder as set forth in the Stockholders Agreement, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereofthese representations: • The Optionee represents is acquiring the Option and, if and warrants that (i) such party has full legal powerwhen he exercises the Option, authority and right to execute and deliverwill acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to perform its obligations underor an intent to sell, this Agreementor to offer for resale in connection with any unregistered distribution, and (ii) this Agreement has been duly and validly executed and delivered by such party and constitutes a valid and binding agreement all or any portion of such party enforceable against such party in accordance with its termsthe shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. The Optionee has been furnished with, and/or has access to, such information as he considers necessary or appropriate for deciding whether to exercise the Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his own legal counsel, tax advisors, and/or investment advisors. • The 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 it may have depends on its vesting and exercisability 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 require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee understands that any Shares acquired on exercise of the 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 Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that 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 Optionee has read and understands the restrictions and limitations set forth in the Stockholders Management Investor Rights Agreement, the Plan and this Agreement. The Optionee acknowledges that to the extent the Optionee is not a party to the Management Investor Rights Agreement at the time that the Optionee exercises any portion of the Option, such exercise shall be treated for all purposes as effecting the Optionee’s simultaneous execution of the Management Investor Rights Agreement and the Optionee shall be bound thereby. • The Optionee has not relied upon any oral representation made to the Optionee relating to the 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 Option or the Shares. • The Optionee understands and acknowledges that, if and when the Optionee he exercises the Option, (a) any certificate evidencing the 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, and (b) except as otherwise provided in this Agreement or under the Stockholders Agreement or the Registration Management Investor Rights Agreement (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 Optionee Grantee acknowledges that the Option and the Restricted Shares are not being registered under the Securities Act, Act based, in part, on either in (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 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 OptioneeGrantee, by executing this Agreement, hereby agrees makes the following representations to the Company and acknowledges that the Optionee shall make such representations as may be required to be made by Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the Optionee upon any acquisition accuracy of Shares hereunder as set forth in the Stockholders Agreement, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereofthese representations: • The Optionee represents and warrants that (i) such party has full legal powerGrantee is acquiring the Restricted Shares solely for the Grantee’s own account, authority and right to execute and deliverfor investment purposes only, and not with a view or an intent to perform its obligations undersell, this Agreementor to offer for resale in connection with any unregistered distribution, and (ii) this Agreement has been duly and validly executed and delivered by such party and constitutes a valid and binding agreement all or any portion of such party enforceable against such party in accordance with its termsthe shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Grantee is an “accredited investor”, as that term is defined in Rule 501(a)(4) (5) or (6) of Regulation D promulgated under the Securities Act. • The Grantee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option Restricted Shares. The Grantee has been furnished with, and/or has access to, such information as the 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 restrictions imposed on any Shares purchased Restricted Shares, the Grantee has and will rely only upon exercise the advice of the OptionGrantee’s own legal counsel, tax advisors, and/or investment advisors. • The Optionee Grantee is aware that the Option may be of no practical value, that any value it the Restricted Shares may have depends on its their vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Pricecertain 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 require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee 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 Grantee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the 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 Grantee has read and understands the restrictions restrictions, limitations and limitations the Company’s rights set forth in the Stockholders Securityholders Agreement, the Plan and this AgreementAgreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares have vested). The Grantee acknowledges that to the extent the Grantee is not a party to the Securityholders Agreement at the time that the Grantee purchases the Restricted Shares, such purchase shall be treated for all purposes as effecting the Grantee’s simultaneous execution of the Securityholders Agreement and the Grantee shall be bound thereby. • The Optionee Grantee has not relied upon any oral representation made to the Optionee Grantee relating to the Option or the purchase of the Restricted Shares on exercise of the Option or upon information presented in any promotional meeting or material relating to the Option or the Restricted Shares. • The Optionee Grantee understands and acknowledges that, if and when the Optionee exercises the Option, 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 lawslaws or the Securityholders Agreement or the Plan, and (b) except as otherwise provided in this Agreement or under the Stockholders Agreement or the Registration Rights Agreement (as such term is defined in the Stockholders Securityholders 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 Optionee Holder represents and warrants to Company as follows: (a) Holder acknowledges that the Option and the Warrant Shares are not being registered under the Securities Act, based, in part, 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 will initially be “accredited investorrestricted securities” (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 Optionee, by executing this Agreement, hereby agrees that the Optionee 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, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereof: • The Optionee 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, 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 its terms. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. • The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability 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 require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee has read and understands the restrictions and limitations set forth in the Stockholders Agreement, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges that, if and when the Optionee exercises the Option, (a) any certificate evidencing the 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, and (b) except as otherwise provided in this Agreement or under the Stockholders Agreement or the Registration Rights Agreement (as such term is defined in Rule 144 promulgated under the Stockholders AgreementAct) (“Rule 144”) and that the certificates evidencing the Warrant Shares will include this legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.” Holder further acknowledges that the Warrant Shares cannot be sold unless registered with the United States Securities and Exchange Commission and qualified by appropriate state securities regulators, or unless Holder obtains written consent from Company and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144). (b) Holder has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Warrant and Warrant Shares offered by Company of the size contemplated. Holder represents that H▇▇▇▇▇ is able to bear the economic risk of the investment and at the present time can afford a complete loss of such investment. H▇▇▇▇▇ has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as H▇▇▇▇▇ has deemed appropriate. (c) Holder is an “Accredited Investor” as defined in Regulation D of the Securities Act or Holder, either alone or with H▇▇▇▇▇’s professional advisers who are unaffiliated with, have no obligation equity interest in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of an investment in the Warrant and Warrant Shares offered by Company and of making an informed investment decision with respect thereto and has the capacity to register protect H▇▇▇▇▇’s own interests in connection with H▇▇▇▇▇’s proposed investment in the Warrant and Warrant Shares. (d) Holder is acquiring the Warrant and Warrant Shares solely for H▇▇▇▇▇’s own account as principal, for investment purposes only and not with a view to the resale or file any registration statement under federal distribution thereof, in whole or state securities lawsin part, and no other person or entity has a direct or indirect beneficial interest in such Warrant or Warrant Shares.

Securities Law Representations. The Optionee Each of the Sapientia Shareholder hereby acknowledges that and agrees with BriaCell that: (a) they are acquiring the Option BriaCell Payment Shares for their own account, for investment purposes only and the Shares are not being registered under with a view to any resale, distribution or other disposition of the Securities Act, based, in part, on either (iviolation of the United States securities as contemplated by the provisions of Section 2(11) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under of the Securities Act or of 1933 (ii“US Securities Act”); (b) the fact that the Optionee is they are each 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 Optionee, by executing this Agreement, hereby agrees that the Optionee 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, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereof: • The Optionee 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, 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 its terms. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. • The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability 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 require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee has read and understands the restrictions and limitations set forth in the Stockholders Agreement, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges that, if and when the Optionee exercises the Option, (a) any certificate evidencing the 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, and (b) except as otherwise provided in this Agreement or under the Stockholders Agreement or the Registration Rights Agreement (as such term is defined in Rule 501(a) of Regulation D under the Stockholders Agreement)US Securities Act; (c) they understand (i) the BriaCell Payment Shares have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States; and (ii) the sale contemplated hereby is being made in reliance on an exemption from such registration requirements; (d) the issuance of the BriaCell Payment Shares in exchange therefor will be made pursuant to appropriate from the formal takeover bid and registration and prospectus (or equivalent) exemptions of Canadian Securities Laws; (e) the certificates representing the BriaCell Payment Shares will bear such legends as required by Securities Laws and the policies of the Exchange and it is the responsibility of the Sapientia Shareholder to find out what those restrictions are and to comply with them before selling the BriaCell Payment Shares; and (f) they are knowledgeable of, or has been independently advised as to, the Company has no obligation applicable laws of that jurisdiction which apply to register the sale of the Sapientia Shares or file any registration statement under federal or state securities lawsand the issuance of the BriaCell Payment Shares and which may impose restrictions on the resale of such BriaCell Payment Shares in that jurisdiction and it is the responsibility of the Sapientia Shareholder to find out what those resale restrictions are, and to comply with them before selling the BriaCell Payment Shares.

Securities Law Representations. The Optionee acknowledges (a) Seller was granted access to the business premises, offices, properties, and business, corporate and financial books and records of Purchaser. Seller was permitted to examine the foregoing records, to question officers of Purchaser, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of Purchaser. Purchaser furnished to Seller all information regarding its business and affairs that Seller requested. (b) Seller recognizes that the Option and the Exchange Shares are will not being be registered under the Securities Act, based, in part, 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 will therefore constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the rules Securities Act under which means, among other things, that Seller generally will not be able to sell the Exchange Shares for a period of at least one (1) year following the Closing Date, and regulations promulgated thereunder)may not be sold, andoffered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act, as such, by way of illustration but without limitation, in each compliance the safe harbor provisions of (i) and (ii) aboveRule 144; further, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby agrees the legal consequences of the foregoing mean that Seller must bear the Optionee shall make such representations as may be required to be made by economic risk of the Optionee upon any acquisition of Shares hereunder as set forth investment in the Stockholders Agreement, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereof: • The Optionee 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, 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 its terms. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Exchange Shares purchased upon exercise of the Option. • The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability 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 require capital to be invested for an indefinite period of time; further, possibly if either Seller desires to sell or transfer all or any part of the Exchange Shares, Purchaser may require such Seller's counsel to provide a legal opinion that the transfer may be made without returnregistration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, Seller is subject to the restriction on transfer described herein and Purchaser will issue stop transfer orders with Purchaser's transfer agent to enforce such restrictions; further, the Exchange Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their considerable knowledge and experience in financial and business matters, Seller is able to evaluate the merits, risks, and at substantial other factors bearing on the suitability of the Exchange Shares as an investment. Seller, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act. (d) Each Seller's annual income and net worth are such that he would not now be, and does not contemplate being, required to dispose of any investment in the Exchange Shares, including the risk of loss. • The Optionee has read losing all or any part of his investment and understands the restrictions and limitations set forth in the Stockholders Agreementinability to sell, the Plan and this Agreement. • The Optionee has not relied upon transfer, pledge, or otherwise dispose of any oral representation made to the Optionee relating to the Option or the purchase of the Exchange Shares on exercise for an indefinite period. (e) Each Seller's acquisition of the Option or upon information presented in any meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges thatExchange Shares will be solely for his own account, if and when the Optionee exercises the Optionas principal, (a) any certificate evidencing the 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 lawsfor investment, and (b) except as otherwise provided not with a view to, or for resale in this Agreement connection with, any underwriting or under the Stockholders Agreement or the Registration Rights Agreement (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 lawsdistribution.

Securities Law Representations. (a) The Optionee acknowledges Purchaser is receiving the Shares for investment for the Purchaser’s own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof, other than as contemplated hereby. (b) The Purchaser has been given the opportunity to obtain any information or documents relating to, and to ask questions and receive answers about, the Company and the business and prospects of the Company which the Purchaser deems necessary to evaluate the merits and risks related to the Purchaser’s investment in the Shares and to verify the information received, and the Purchaser’s knowledge and experience in financial and business matters are such that the Option Purchaser is capable of evaluating the merits and risks of the purchase of the Shares. (c) The Purchaser’s financial condition is such that the Purchaser can afford to bear the economic risk of holding the Shares are for an indefinite period of time and has adequate means for providing for the Purchaser’s current needs and contingencies and to suffer a complete loss of the investment in the Shares. (d) The Purchaser has been advised that (i) the Company’s issuance of the Shares will not being have been registered under the Securities Act, based(ii) the Shares may need to be held indefinitely, and the Purchaser must continue to bear the economic risk of the investment in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated the Shares unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (iiiii) there is no public market for the fact Shares and (iv) when and if the Shares may be disposed of without registration in reliance on Rule 144 promulgated under the Securities Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule. (e) The Purchaser has been advised that and consents to the placement of a restrictive legend in the following form on the certificate representing the Shares: “THE SECURITIES OF FALCON ACQUISITION GROUP, INC. REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT AND SUCH LAWS. THE SECURITIES OF FALCON ACQUISITION GROUP, INC. REPRESENTED BY THIS CERTIFICATE OR DOCUMENT ARE SUBJECT TO VOTING RESTRICTIONS WITH RESPECT TO CERTAIN SECURITIES HELD BY PERSONS OR ENTITIES THAT FAIL TO QUALIFY AS “CITIZENS OF THE UNITED STATES” AS THE TERM IS DEFINED IN SECTION 40102(a)(15) OF SUBTITLE ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ CODE, AS AMENDED, IN ANY SIMILAR LEGISLATION OF THE UNITED STATES ENACTED IN SUBSTITUTION OR REPLACEMENT THEREFOR, AND AS INTERPRETED BY THE DEPARTMENT OF TRANSPORTATION, ITS PREDECESSORS AND SUCCESSORS, FROM TIME TO TIME. SUCH VOTING RESTRICTIONS ARE CONTAINED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE BYLAWS OF FALCON ACQUISITION GROUP, INC., AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME. A COMPLETE AND CORRECT COPY OF SUCH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE BYLAWS SHALL BE FURNISHED FREE OF CHARGE TO THE HOLDER OF THE SECURITIES REPRESENTED HEREBY UPON WRITTEN REQUEST TO THE SECRETARY OF FALCON ACQUISITION GROUP, INC.” (f) The Purchaser understands that the Optionee Company has no present intention of registering the Shares. (g) The Purchaser is an “accredited investor” (as defined within the meaning of Regulation D 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 Optionee, by executing this Agreement, hereby agrees that the Optionee 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, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereof: • The Optionee 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, 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 its terms. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. • The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability 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 require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee has read and understands the restrictions and limitations set forth in the Stockholders Agreement, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges that, if and when the Optionee exercises the Option, (a) any certificate evidencing the 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, and (b) except as otherwise provided in this Agreement or under the Stockholders Agreement or the Registration Rights Agreement (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 lawsAct.

Securities Law Representations. The Optionee Participant acknowledges that the Option and the Restricted Shares are not being registered under the Securities Act, based, in part, on either (i) in 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 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 OptioneeParticipant, by executing this Agreement, hereby agrees makes the following representations to the Corporation and acknowledges that the Optionee shall make such representations as may be required to be made by Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the Optionee upon any acquisition accuracy of Shares hereunder as set forth in the Stockholders Agreement, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereofthese representations: • The Optionee represents and warrants that (i) such party has full legal powerParticipant is acquiring the Restricted Shares solely for the Participant’s own account, authority and right to execute and deliverfor investment purposes only, and not with a view to perform its obligations underor an intent to sell, this Agreementor to offer for resale in connection with any unregistered distribution, and (ii) this Agreement has been duly and validly executed and delivered by such party and constitutes a valid and binding agreement all or any portion of such party enforceable against such party in accordance with its termsthe shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Participant has had an opportunity to ask questions and receive answers from the Company Corporation regarding the terms and conditions of the Option Award and the restrictions imposed on any Shares purchased the Restricted Shares. The Participant has been furnished with, and/or has access to, such information as 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 Participant has and will rely upon exercise the advice of the Optionhis/her own legal counsel, tax advisors, and/or investment advisors. • The Optionee Participant is aware that the Option Restricted Shares may be of no practical value, that any value it may have depends on its vesting and exercisability 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 Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee 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 Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that 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 Participant has read and understands the restrictions and limitations set forth in the Stockholders AgreementPlan and this Agreement which will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the shares have vested), including, but not limited to, the Plan provisions of Section 6, 8 and 9 of this Agreement. • The Optionee has not relied upon any At no time was an oral representation made to the Optionee Participant relating to the Option Award or the purchase of Restricted Shares and the Shares on exercise of the Option Participant was not presented with or upon information presented in solicited by any promotional meeting or material relating to the Option Award or the Restricted Shares. • The Optionee Participant understands and acknowledges that, if and when the Optionee exercises the Option, 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, the legend set forth in Section 7.5.3 of the Plan, and (b) except as otherwise provided in this Agreement or under the Stockholders Agreement or the Registration Rights Agreement (as such term is defined in the Stockholders Agreement), the Company Corporation has no obligation to register the Restricted Shares or file any registration statement under federal or state securities laws.

Securities Law Representations. The Optionee acknowledges Based on representations that the Option Company has received from each of its Company Holders pursuant to such Company ▇▇▇▇▇▇’s Letter of Transmittal: (a) Each Company Holder is acquiring Acquiror Common Stock in its own name and for its own account for investment purposes and not for the benefit or the account of any other person or entity and is not acquiring Acquiror Common Stock, or any part thereof, with a view to resale, transfer or distribution. (b) Each Company Holder (i) is an Accredited Investor, (ii) has knowledge and experience in financial and business matters and is fully capable of evaluating the merits and risks of an investment in Acquiror Common Stock, (iii) is familiar with the business of Acquiror and has had access to all material information concerning its investment in Acquiror, (iv) has received all the information it considers necessary or appropriate for deciding whether to acquire the Acquiror Common Stock, (v) has the financial ability to bear the economic risk of the investment in Acquiror Common Stock (including the complete loss of its investment), (vi) has adequate means of providing for its current needs and contingencies and has no need for liquidity with respect to its investment in the Acquiror Common Stock and (vii) has relied upon its own investigation and the Shares express representations and warranties of Acquiror and the Merger Subs set forth in ARTICLE V. (c) Each Company Holder understands that (i) the Acquiror Common Stock will be characterized as “restricted securities” under the federal securities laws and that the Acquiror Common Stock are being acquired in a transaction not being involving a public offering, (ii) the Acquiror Common Stock have not been, and will not be, registered under the Securities Act, based, in part, 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 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 Optionee, by executing this Agreement, hereby agrees that the Optionee 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, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereof: • The Optionee 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, 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 its terms. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. • The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability 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 require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee has read and understands the restrictions and limitations set forth in the Stockholders Agreement, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges that, if and when the Optionee exercises the Option, (a) any certificate evidencing the 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, and Acquiror is issuing the Acquiror Common Stock in a transaction exempt from the registration requirements thereof, and (biii) except as the Acquiror Common Stock may not be offered, sold, transferred, pledged, hypothecated or otherwise provided in this Agreement or disposed of unless such disposition is registered under the Stockholders Agreement or the Registration Rights Agreement (as such term is defined in the Stockholders Agreement), the Company has no obligation to register the Shares or file Securities Act and/or any registration statement under federal or other applicable state securities lawslaws or is exempt from registration thereunder.

Securities Law Representations. The Optionee Employee acknowledges that the Option and the Shares are Restricted Stock is not being registered under the Securities Act, based, in part, 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 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 Optionee, by executing this Agreement, hereby agrees that the Optionee 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, as such representations shall be required to be made at such time. The Optionee Employee further represents the following, as of the date hereof: • The Optionee 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, 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 its terms. • The Optionee Employee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option Restricted Stock Award and the restrictions imposed on the Restricted Stock and any Shares purchased upon exercise of subject to the OptionRestricted Stock. • The Optionee Employee is aware that the Option may be of no practical value, that any value it the Restricted Stock may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Pricevesting, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested constitute an investment for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Employee has read and understands the restrictions and limitations set forth in the Stockholders Agreement, the Plan and this Agreement. • The Optionee Employee has not relied upon any oral representation made to the Optionee Employee relating to the Option or the purchase of the Shares on exercise of the Option to, or upon information presented in any meeting or material relating to to, the Option Restricted Stock Award or the SharesRestricted Stock. • The Optionee Employee understands and acknowledges that, if and when the Optionee exercises the OptionRestricted Stock vests, (a) any certificate evidencing the 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, and (b) except as otherwise provided in this Agreement or under the Stockholders Agreement or the Registration Rights Agreement (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.

Securities Law Representations. The Optionee acknowledges (a) Seller was granted access to the business premises, offices, properties, and business, corporate and financial books and records of Purchaser. Seller was permitted to examine the foregoing records, to question officers of Purchaser, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of Purchaser. Purchaser furnished to Seller all information regarding its business and affairs that Seller requested. (b) Seller recognizes that the Option and the Exchange Shares are will not being be registered under the Securities Act, based, in part, 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 will therefore constitute "restricted securities" as defined pursuant to Rule 144(a)(3) under the rules Securities Act under which means, among other things, that Seller generally will not be able to sell the Exchange Shares for a period of at least one (1) year following the Closing Date, and regulations promulgated thereunder)may not be sold, andoffered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act, as such, by way of illustration but without limitation, in each compliance the safe harbor provisions of (i) and (ii) aboveRule 144; further, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby agrees the legal consequences of the foregoing mean that Seller must bear the Optionee shall make such representations as may be required to be made by economic risk of the Optionee upon any acquisition of Shares hereunder as set forth investment in the Stockholders Agreement, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereof: • The Optionee 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, 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 its terms. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Exchange Shares purchased upon exercise of the Option. • The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability 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 require capital to be invested for an indefinite period of time; further, possibly if either Seller desires to sell or transfer all or any part of the Exchange Shares, Purchaser may require such Seller's counsel to provide a legal opinion that the transfer may be made without returnregistration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, Seller is subject to the restriction on transfer described herein and Purchaser will issue stop transfer orders with Purchaser's transfer agent to enforce such restrictions; further, the Exchange Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their considerable knowledge and experience in financial and business matters, Seller is able to evaluate the merits, risks, and at substantial other factors bearing on the suitability of the Exchange Shares as an investment. Seller, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), qualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act. (d) Each Seller's annual income and net worth are such that he would not now be, and does not contemplate being, required to dispose of any investment in the Exchange Shares, including the risk of loss. • The Optionee has read losing all or any part of his investment and understands the restrictions inability to sell, transfer, pledge, or otherwise dispose of any of the Exchange Shares for an indefinite period. (e) Each Seller's acquisition of the Exchange Shares will be solely for his own account, as principal, for investment, and limitations set forth not with a view to, or for resale in the Stockholders Agreementconnection with, the Plan and this any underwriting or distribution. (f) Lock-up Agreement. • The Optionee has not relied upon At any oral representation made time before or after the Closing Date, Seller agrees to execute any and all stock restriction agreements, lock-up agreements, and other agreements affecting the Optionee relating to the Option or the purchase transfer of the Exchange Shares on exercise consistent with agreements executed by other stockholders of the Option or upon information presented in any meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges that, if and when the Optionee exercises the Option, (a) any certificate evidencing the 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, and (b) except as otherwise provided in this Agreement or under the Stockholders Agreement or the Registration Rights Agreement (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 lawsPurchaser.

Securities Law Representations. The Optionee acknowledges that the Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under The Class A-2 Common Stock to be acquired by it pursuant to this Agreement will be acquired for its own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and Exchange Commission Rule 701 promulgated the Class A-2 Common Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) It understands and acknowledges that (i) the Class A-2 Common Stock has not been registered under the Securities Act or any state securities laws, and such units are being sold in reliance upon an exemption or exemptions from the registration and prospectus delivery requirements of the Securities Act and applicable state securities laws, and must be held by it indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Class A-2 Common Stock for an indefinite period of time), and (ii) there is not currently a trading market for the fact Class A-2 Common Stock and there can be no assurances that the Optionee same will be listed on any exchange or quoted on any quotation system; (iii) It is an “accredited investor” (as that term is defined under Rule 501(a) promulgated pursuant to the Securities Act, and a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act and of 1940, as amended (the rules and regulations promulgated thereunder“Investment Company Act”), andand as such that term is defined in Section 2(a)(51) of the Investment Company Act. It is an experienced and sophisticated investor and has such knowledge and experience in financial, in each business and investment matters as are necessary to evaluate the merits and risks 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 Optionee, by executing this Agreement, hereby agrees that the Optionee shall make such representations as may be required to be made by the Optionee upon any acquisition of Shares hereunder as set forth an investment in the Stockholders Agreement, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereof: • The Optionee represents Class A-2 Common Stock and warrants protecting its interests in connection therewith; and (iv) It has received and reviewed information regarding CT Legacy REIT Mezz Borrower and its subsidiaries that (i) such party has full legal power, authority and right to execute and deliver, and to perform its obligations under, this Agreement, and (ii) this Agreement has been duly provided to it by CT Legacy REIT Mezz Borrower 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 its terms. • The Optionee has had an been given the opportunity to ask questions of and to receive answers from CT Legacy REIT Mezz Borrower concerning the Company regarding the terms and conditions of the Option Legacy Assets, and the restrictions imposed on any Shares purchased upon exercise business, operations and financial condition of the Option. • The Optionee is aware that the Option may be of no practical value, that any value it may have depends on CT Legacy REIT Mezz Borrower and its vesting and exercisability 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 require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee has read and understands the restrictions and limitations set forth in the Stockholders Agreement, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges that, if and when the Optionee exercises the Option, (a) any certificate evidencing the 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, and (b) except as otherwise provided in this Agreement or under the Stockholders Agreement or the Registration Rights Agreement (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 lawssubsidiaries.

Securities Law Representations. The Optionee Park Road Shareholder hereby acknowledges that and agrees with Eight Dragons that: (a) they are acquiring the Option Eight Dragons Payment Shares for their own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of the United States securities as contemplated by the provisions of Section 2(11) of the Securities Act of 1933 ("US Securities Act"); (b) they are each an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the US Securities Act; (c) they understand (i) the Eight Dragons Payment Shares are have not being been and will not be registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the US Securities Act or the securities laws of any state of the United States; and (ii) the fact that the Optionee sale contemplated hereby is being made in reliance on an “accredited investor” (as defined under the Securities Act and the rules and regulations promulgated thereunder), and, in each of (i) exemption from such registration requirements; and (iiiii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby agrees that the Optionee 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, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereof: • The Optionee 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, 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 its terms. • The Optionee Park Road Shareholder has had an opportunity to ask questions and receive answers from the Company regarding to any questions such Park Road Shareholder may have had concerning the terms and conditions of the Option Agreement and the restrictions imposed on Eight Dragons Payment Shares, including the merits and risks involved in making an investment decision with respect to the Eight Dragons Payment Shares; and (iv) has obtained any additional information that such Park Road Shareholder has requested; and (v) has consulted his own tax counsel, accountant or business advisor, respectively, as to legal, tax and related matters concerning the Eight Dragons Payment Shares purchased upon exercise of the Option. • The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability 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 require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee has read and understands the restrictions and limitations set forth economic risks of his investment in the Stockholders AgreementEight Dragons Payment Shares, including a complete loss of his investment; and (d) the certificates representing the Eight Dragons Payment Shares will bear such legends as required by Securities Laws and the policies of the Exchange and it is the responsibility of the Park Road Shareholder to find out what those restrictions are and to comply with them before selling the Eight Dragons Payment Shares; and (e) they are knowledgeable of, or has been independently advised as to, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made applicable laws of that jurisdiction which apply to the Optionee relating to the Option or the purchase sale of the Park Road Shares on exercise and the issuance of the Option or upon information presented in any meeting or material relating to the Option or the Shares. • The Optionee understands Eight Dragons Payment Shares and acknowledges that, if and when the Optionee exercises the Option, (a) any certificate evidencing the 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 impose restrictions on the resale of such Eight Dragons Payment Shares in that jurisdiction and state securities lawsit is the responsibility of the Park Road Shareholder to find out what those resale restrictions are, and (b) except as otherwise provided in this Agreement or under to comply with them before selling the Stockholders Agreement or the Registration Rights Agreement (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 lawsEight Dragons Payment Shares.

Securities Law Representations. The Optionee acknowledges (a) Seller represents that it (i) was provided the opportunity to ask questions of and receive answers from Parent, or its representative, concerning the operations, business and financial condition of Parent, and all 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 it deems necessary or appropriate for evaluation of the Convertible Debentures and the Common Stock of Parent into which they may be 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 obtain additional information to verify the accuracy of such materials; (iii) confirm that the Option 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 Convertible Debentures for its own account, for investment purposes only, and not with a view towards the sale or other distribution thereof, other than pursuant to an effective resale registration statement in whole or in part or exemption therefrom; (vi) understands that the Convertible Debentures and the Shares Common Stock have not been registered under the securities laws of any state or under the Securities Act and are offered in reliance on exemptions therefrom and that the Convertible Debentures and the Common Stock have not being been approved or disapproved by the SEC or by any other federal or state agency; and (vii) understands that (a) owners of the 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 the Private Placement; and (b) it may not be possible for it to sell the Convertible Debentures and the Common Stock and accordingly, it may have to hold the Convertible Debentures and the Common Stock, and bear the economic risk of this investment for an extended period of time: The foregoing, however, does not limit or modify the representations and warranties of Buyer in Section 6 of this Agreement or the right of the Seller to rely thereon. (b) The Seller agrees with Buyer and Parent that the Convertible Debentures and Common Stock will not be sold or otherwise disposed of except pursuant to (a) an exemption or exclusion from the registration requirements under the Securities Act, basedwhich does not require the filing by Parent with the SEC of any registration statement, offering circular or other document, in partwhich case the Seller shall first supply to Parent an opinion of counsel (which opinion of counsel shall be reasonably satisfactory to Parent) that such exemption or exclusion is available, on either or (ib) reliance upon an exemption from a registration statement filed by Parent with the SEC under the Securities Act. (c) Seller agrees that the certificates for the Convertible Debentures and Exchange Commission Rule 701 promulgated the Common Stock received shall bear substantially the following legend: The securities represented by this Certificate have not been registered under the Securities Act of 1933 or (ii) with any state securities commission, and may not be transferred or disposed of by the fact that holder in the Optionee absence of a registration statement which is an “accredited investor” (as defined effective under the Securities Act of 1933 and the rules and regulations promulgated thereunder), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities lawslaws and rules, or unless, immediately prior to the time set for transfer, such transfer can be effected without violation of the Securities Act of 1933 and other applicable state laws and rules. In addition, Seller agrees that Parent may place stop transfer orders with its transfer agents, trustees or custodians, as each the case may be amended from time be, with respect to timesuch certificates. The Optioneeappropriate portions of the legend will be removed from the certificate for the Convertible Debentures or Common Stock, by executing this Agreementas the case may be, hereby agrees that the Optionee shall make promptly upon delivery to Parent of such representations satisfactory evidence as may be reasonably required by Parent that such legend is not required to be made by ensure compliance with the Optionee upon any acquisition of Shares hereunder as set forth in the Stockholders Agreement, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereof: • The Optionee 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, 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 its terms. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. • The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability 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 require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee has read and understands the restrictions and limitations set forth in the Stockholders Agreement, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges that, if and when the Optionee exercises the Option, (a) any certificate evidencing the 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, and (b) except as otherwise provided in this Agreement or under the Stockholders Agreement or the Registration Rights Agreement (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 lawsSecurities Act.

Securities Law Representations. The Optionee Participant acknowledges that the Option Award and the Shares shares of Common Stock subject to the Award are not being registered under the Securities Act, based, in part, on either (i) in 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 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 OptioneeParticipant, by executing this Agreement, hereby agrees makes the following representations to the Corporation and acknowledges that the Optionee shall make such representations as may be required to be made by Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the Optionee upon any acquisition accuracy of Shares hereunder as set forth in the Stockholders Agreement, as such representations shall be required to be made at such time. The Optionee further represents the following, as of the date hereofthese representations: • The Optionee represents Participant is acquiring the Award and, if and warrants that (i) when he or she acquires any Shares pursuant to the Award, will acquire such party has full legal powerShares solely for the Participant’s own account, authority and right to execute and deliverfor investment purposes only, and not with a view to perform its obligations underor an intent to sell, this Agreementor to offer for resale in connection with any unregistered distribution, and (ii) this Agreement has been duly and validly executed and delivered by such party and constitutes a valid and binding agreement all or any portion of such party enforceable against such party in accordance with its termsthe shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Participant has had an opportunity to ask questions and receive answers from the Company Corporation regarding the terms and conditions of the Option Award and the restrictions imposed on any Shares purchased the Shares. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to accept the Award. However, in evaluating the merits and risks of an investment in the Shares, the Participant has and will rely upon exercise the advice of the Optionhis/her own legal counsel, tax advisors, and/or investment advisors. • The Optionee Participant is aware that the Option Award and any Shares acquired hereunder may be of no practical value, that any value it may have depends on its vesting and exercisability 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 Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Participant understands that the 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 Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that 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 Participant has read and understands the restrictions and limitations set forth in the Stockholders Agreement, the Plan and this AgreementAgreement which will be imposed on the Shares. • The Optionee has not relied upon any At no time was an oral representation made to the Optionee Participant relating to the Option Award and the Participant was not presented with or the purchase of the Shares on exercise of the Option or upon information presented in solicited by any promotional meeting or material relating to the Option Award or the Shares. • The Optionee Participant understands and acknowledges that, if and when the Optionee exercises the Option, that (a) any certificate evidencing the 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, the legend set forth in Section 16(b) of this Agreement, and (b) except as otherwise provided in this Agreement or under the Stockholders Agreement or the Registration Rights Agreement (as such term is defined in the Stockholders Agreement), the Company Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws.