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 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 acknowledges Seller and Buyer agree and acknowledge 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 and warranties shall be deemed to have been made as of the date hereof and as of the date of the distribution of the TRX Shares to the Company Seller. (a) The TRX Shares are being acquired for Seller’s 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 Owners’ own account, for investment purposes onlyaccounts; not as a nominee or agent, and not with a view to the direct or an intent to sellindirect sale or distribution of any part thereof, and neither Seller nor the Owners have any present intention of selling, granting any participation in, or to offer for resale otherwise distributing the same, except in connection compliance with any unregistered distribution, all the Securities Act. (b) Seller and the Owners understand and acknowledge that (i) the TRX Shares have not been registered under the Securities Act or any portion of state securities laws, are being sold in reliance upon an exemption or exemptions from the shares within the meaning registration and prospectus delivery requirements of the Securities Act and/or any and applicable state securities laws. • The Purchaser , and must be held indefinitely unless a subsequent disposition thereof is an “accredited investor”, as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated registered under the Securities Act. • The Purchaser has had Act and applicable state securities laws or is exempt therefrom, and (ii) there is not currently a trading market for the TRX Shares and there can be no assurances that the TRX Shares will be listed on any exchange or quoted on any quotation system. (c) Seller and the Owners have knowledge, skill and experience in financial, business and investment matters relating to an opportunity to ask questions investment of this type and receive answers from the Company regarding the terms and conditions are capable 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 such investment and protecting their interests in connection therewith. To the Restricted Sharesextent deemed necessary by Seller or any Owner, the Purchaser Seller or such Owner has and will rely only upon the advice of the Purchaserretained, at Seller’s or such Owner’s own legal counselexpense, appropriate professional advice regarding the investment, tax advisors, and/or investment advisors. • The Purchaser is aware that any value and legal merits and consequences of acquiring and owning 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 TRX Shares. (d) Seller and the applicable state securities law. • The Purchaser has read Owners acknowledge and understands the restrictions, limitations and the Company’s rights set forth in the Management Investor Rights Agreement, the Plan and this Agreement agree 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 prior to the extent the Purchaser is not a date hereof, each such 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 Purchaserhas carefully reviewed Buyer’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 Annual Report on Form 10-K for the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock splityear ended December 31, 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, 2005 and (b) except as otherwise provided under Quarterly Report on Form 10-Q for the Management Investor Rights agreementquarter ending June 30, 2006 and Current Reports on Form 8-K filed since 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 certificatesdate thereof.

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 Participant acknowledges that the Restricted Option and the Shares are not being registered under the Securities Act, based, in part, in on reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, 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 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 Participant is acquiring the Restricted Option and, if and when he exercises the Option, will acquire the Shares solely for the PurchaserParticipant’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 Participant 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 regarding the terms and conditions of the Restricted SharesOption and the restrictions imposed on any Shares purchased upon exercise of the Option. The Purchaser Participant has been furnished with, and/or has access to, such information as the Purchaser Participant 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 Participant has and will rely only upon the advice of the PurchaserParticipant’s own legal counsel, tax advisors, advisors and/or investment advisors. • The Purchaser Participant acknowledges that to the best of his knowledge the Option Price is not less than what the Board or a committee thereof has determined to be the Fair Market Value of the Shares. • Participant 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 nontransferable 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 any Shares acquired on exercise of the Restricted Shares Option will be characterized as “restricted securities” under the federal securities laws, 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 Participant is familiar with such rule, 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, 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 Option (including those restrictions and limitations which that will continue after any of the Shares Options 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 Participant has not relied upon any oral representation made to the Purchaser Participant 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 Participant understands and acknowledges 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 that may be required by applicable federal and state securities laws or the Management Investor Rights laws, this Agreement or the Plan, 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 Participant acknowledges that the Restricted Shares underlying the RSUs are not being registered under the Securities Act, based, in part, in on reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, 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 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 Participant is acquiring the Restricted Shares RSUs solely for the PurchaserParticipant’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 Participant 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 regarding the terms and conditions of the Restricted SharesRSUs. The Purchaser Participant has been furnished with, and/or has access to, such information as the Purchaser Participant considers necessary or appropriate for deciding whether to purchase the Restricted SharesShares underlying the RSUs. However, in evaluating the merits and risks of an investment in the Restricted SharesShares underlying the RSUs, the Purchaser Participant has and will rely only upon the advice of the PurchaserParticipant’s own legal counsel, tax advisors, advisors and/or investment advisors. • The Purchaser Participant is aware that any value the Restricted Shares RSUs 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 nontransferable 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 RSUs will be characterized as “restricted securities” under the federal securities laws, 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 Participant is familiar with such rule, 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, 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 RSUs (including those restrictions and limitations which that will continue after the Shares RSUs 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 Participant has not relied upon any oral representation made to the Purchaser Participant relating to the Restricted Shares or upon information presented in any promotional meeting or material relating to the Restricted SharesRSUs. • The Purchaser Participant understands and acknowledges that (a) any certificate evidencing the Restricted Shares RSUs (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 that may be required by applicable federal and state securities laws or the Management Investor Rights laws, this Agreement or the Plan, 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 Participant acknowledges that the Restricted Option and the Shares are not being registered under the Securities Act, based, in part, in on reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, 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 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 Participant is acquiring the Restricted Option and, if and when he exercises the Option, will acquire the Shares solely for the PurchaserParticipant’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 Participant is an “accredited investor”, ,” as that term is defined in Rule 501(a)(1), (2501(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 regarding the terms and conditions of the Restricted SharesOption and the restrictions imposed on any Shares purchased upon exercise of the Option. The Purchaser Participant has been furnished with, and/or has access to, such information as the Purchaser Participant 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 Participant has and will rely only upon the advice of the PurchaserParticipant’s own legal counsel, tax advisors, advisors and/or investment advisors. • The Purchaser Participant acknowledges that to the best of his knowledge the Option Price is not less than what the Board or a committee thereof has determined to be the Fair Market Value of the Shares. • Participant 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 nontransferable 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 any Shares acquired on exercise of the Restricted Shares Option will be characterized as “restricted securities” under the federal securities laws, 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 Participant is familiar with such rule, 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, 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 Option (including those restrictions and limitations which that will continue after any of the Shares Options 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 Participant has not relied upon any oral representation made to the Purchaser Participant 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 Participant understands and acknowledges 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 that may be required by applicable federal and state securities laws or the Management Investor Rights laws, this Agreement or the Plan, 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 Participant acknowledges that the Restricted Shares underlying the RSUs are not being registered under the Securities Act, based, in part, in on reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, 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 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 Participant is acquiring the Restricted Shares RSUs solely for the PurchaserParticipant’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 Participant 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 regarding the terms and conditions of the Restricted SharesRSUs. The Purchaser Participant has been furnished with, and/or has access to, such information as the Purchaser Participant considers necessary or appropriate for deciding whether to purchase the Restricted SharesShares underlying the RSUs. However, in evaluating the merits and risks of an investment in the Restricted SharesShares underlying the RSUs, the Purchaser Participant has and will rely only upon the advice of the PurchaserParticipant’s own legal counsel, tax advisors, advisors and/or investment advisors. • The Purchaser Participant is aware that any value the Restricted Shares RSUs 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 nontransferable 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 RSUs will be characterized as “restricted securities” under the federal securities laws, 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 Participant is familiar with such rule, 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, 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 RSUs (including those restrictions and limitations which that will continue after the Shares RSUs have vested, if any). 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 Participant has not relied upon any oral representation made to the Purchaser Participant relating to the Restricted Shares or upon information presented in any promotional meeting or material relating to the Restricted SharesRSUs. • The Purchaser Participant understands and acknowledges that (a) any certificate evidencing the Restricted Shares RSUs (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 that may be required by applicable federal and state securities laws or the Management Investor Rights laws, this Agreement or the Plan, 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 Participant acknowledges that the Restricted Option and the Shares are not being registered under the Securities Act, based, in part, in on reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, Act and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time -2- EXHIBIT 10.7 to time. The PurchaserParticipant, 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 Participant is acquiring the Restricted Option and, if and when he exercises the Option, will acquire the Shares solely for the PurchaserParticipant’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 Participant is an “accredited investor”, ,” as that term is defined in Rule 501(a)(1), (2501(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 regarding the terms and conditions of the Restricted SharesOption and the restrictions imposed on any Shares purchased upon exercise of the Option. The Purchaser Participant has been furnished with, and/or has access to, such information as the Purchaser Participant 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 Participant has and will rely only upon the advice of the PurchaserParticipant’s own legal counsel, tax advisors, advisors and/or investment advisors. • The Purchaser Participant acknowledges that to the best of his knowledge the Option Price is not less than what the Board or a committee thereof has determined to be the Fair Market Value of the Shares. • Participant 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 nontransferable 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 any Shares acquired on exercise of the Restricted Shares Option will be characterized as “restricted securities” under the federal securities laws, 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 Participant is familiar with such rule, 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, 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 Option (including those restrictions and limitations which that will continue after any of the Shares Options 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. -3- EXHIBIT 10.7 • The Purchaser Participant has not relied upon any oral representation made to the Purchaser Participant 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 Participant understands and acknowledges 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 that may be required by applicable federal and state securities laws or the Management Investor Rights laws, this Agreement or the Plan, 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 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.

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-marketablenon‑marketable, non-transferable 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). 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 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 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 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 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 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 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 the Option is exercised, 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 Optionee is an “accredited investor”, Accredited Investor” as that such term is defined in Securities and Exchange Commission Rule 501(a)(1), (2) or (3) of Regulation D 501 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 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 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 this 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 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 Option is exercised, (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.

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 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 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 her own legal counsel, tax advisors, and/or investment advisors. • The Purchaser Optionee acknowledges that to the best of 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 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)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 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 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 Participant acknowledges that the Restricted Option and the Shares are not being registered under the Securities Act, based, in part, in on reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, 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 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 Participant is acquiring the Restricted Option and, if and when he exercises the Option, will acquire the Shares solely for the PurchaserParticipant’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 Participant 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 regarding the terms and conditions of the Restricted SharesOption and the restrictions 3 For executives other than ▇▇▇▇▇▇▇▇. The Purchaser 4 ▇▇▇▇▇▇▇▇ only. imposed on any Shares purchased upon exercise of the Option. Participant has been furnished with, and/or has access to, such information as the Purchaser Participant 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 Participant has and will rely only upon the advice of the PurchaserParticipant’s own legal counsel, tax advisors, advisors and/or investment advisors. • The Purchaser Participant acknowledges that to the best of his knowledge the Option Price is not less than what the Board or a committee thereof has determined to be the Fair Market Value of the Shares. • Participant 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 nontransferable 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 any Shares acquired on exercise of the Restricted Shares Option will be characterized as “restricted securities” under the federal securities laws, 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 Participant is familiar with such rule, 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, 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 Option (including those restrictions and limitations which that will continue after any of the Shares Options 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 Participant has not relied upon any oral representation made to the Purchaser Participant 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 Participant understands and acknowledges 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 that may be required by applicable federal and state securities laws or the Management Investor Rights laws, this Agreement or the Plan, 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.