Common use of Securities Representations Clause in Contracts

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to registration of the Restricted offering of the Common Stock Units subject to the Option pursuant to the Securities Act or other applicable securities laws, the Participant shall be subject to, deemed to acknowledge and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares make the representations and warranties as described below and as otherwise may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:. (a) He The Participant is acquiring and will hold the shares of Common Stock for investment for his account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Participant has been advised that he or she may be an “affiliate” within offerings of the meaning shares of Rule 144 Common Stock have not been registered under the Securities Act or other applicable securities laws, on the ground that no public offering of 1933the shares of Common Stock is to be effected (it being understood, as amended however, that the shares of Common Stock are being offered in reliance on the exemption provided under Rule 701 under the Securities Act), and that the shares of Common Stock must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel (in the “Act”form and substance satisfactory to the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Participant’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section. The Participant further acknowledges and understands that the Company is under no obligation hereunder to register offerings of the Shares (or to file a “re-offer prospectus”)shares of Common Stock. (c) If he or she The Participant is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Participant acknowledges that he or she is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (d) The Participant will not be available unless sell, transfer or otherwise dispose of the shares of Common Stock in violation of the Plan, this Agreement, the Securities Act (ior the rules and regulations promulgated thereunder) a public trading market then exists for or under any other applicable securities laws. The Participant agrees that he will not dispose of the Common Stock unless and until he has complied with all requirements of this Agreement applicable to the disposition of the Companyshares of Common Stock. (e) The Participant has been furnished with, (ii) adequate and has had access to, such information concerning as he considers necessary or appropriate for deciding whether to invest in the shares of Common Stock, and the Participant has had an opportunity to ask questions and receive answers from the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale the offering of the Shares may be made only Common Stock. (f) The Participant is aware that his investment in the Company is a speculative investment that has limited amounts liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his financial condition, to hold the Common Stock for an indefinite period and to suffer a complete loss of his investment in accordance with such terms and conditionsthe Common Stock.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, appropriate to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units SARs and issuance of Shares upon vesting exercise of the Restricted Stock Units SARs shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement exercise of the Restricted Stock UnitsSARs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) ), currently or at the time he or she desires to sell the Shares acquired upon exercise of the SARs, and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares shares of Common Stock upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares shares of Common Stock may be issued hereunder if the issuance of such Shares shares of Common Stock would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares shares of Common Stock may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares shares of Common Stock are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares shares of Common Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares shares of Common Stock and the Company is under no obligation to register the Shares shares of Common Stock (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant Upon the delivery of the Restricted shares of Stock Units and issuance of Shares upon vesting prior to the registration of the Restricted shares of Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition pursuant to the settlement Securities Act of 1933, as amended, and the Restricted Stock Unitsrules and regulations thereunder (the “Securities Act”), the Company may require Participant shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of shares of Stock by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He The Participant is acquiring and will hold the shares of Stock to be issued hereunder for investment for the Participant’s account only and not with a view to, or she has been advised that he or she may be an for resale in connection with, any “affiliatedistribution” thereof within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this sectionother applicable securities laws. (b) If he or she is deemed an affiliate within The Participant will not transfer the meaning shares of Rule 144 Stock deliverable with respect to the RSUs in violation of the ActPlan, this Agreement, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available Securities Act (or the Company files an additional registration statement (rules and regulations promulgated thereunder) or a “re-offer prospectus”) under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the shares of Stock to be issued hereunder unless and until the Participant has complied with regard all requirements of the Plan and this Agreement applicable to the disposition of such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)shares of Stock. (c) If he The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or she is deemed appropriate for deciding whether to invest in the shares of Stock to be issued hereunder, and the Participant has had an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption opportunity to ask questions and receive answers from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such shares of Stock. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the shares of Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Participant’s investment in limited amounts in accordance with such terms and conditionsshares of Stock.

Securities Representations. The grant of By exercising the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock UnitsOption, the Company may require Participant is hereby deemed to be making the Participant to satisfy following representations and warranties and any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made issuances of shares of Common Stock by the Company shall be made in reliance upon the following express representations and warranties of the Participant. The Upon exercise of the Option at a time when the Common Stock covered by the Options is not registered under the Securities Act of 1933 (the "Act"), the Participant acknowledgesis thereby deemed to acknowledge, represents represent and warrants warrant that: (a) He shares of the Common Stock are being acquired for the Participant's own account and not with a view to, or she for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any of such shares of Common Stock; (b) the Participant has been advised that he or she may be an “affiliate” within the meaning shares of Rule 144 Common Stock have not been registered under the Securities Act on the ground that no distribution or public offering of 1933the shares of Common Stock is to be effected (it being understood, as amended (however, that the “shares of Common Stock are being issued and sold in reliance on the exemption provided under Rule 701 or Section 4(2) under the Act”) ), and in this connection the Company is relying in part on his or her the Participant's representations set forth in this section.Section; (bc) If he in the event that the Participant is permitted to sell, transfer, pledge, hypothecate, assign or she is deemed otherwise dispose of the shares of Common Stock, the Participant may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws or pursuant to an affiliate within opinion of counsel satisfactory to the meaning Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the shares of Common Stock, and such certificates shall bear any required legends, until such time as the shares of Common Stock evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; (d) the transfer of the shares of Common Stock have not been registered under the Act, and the Shares shares of Common Stock must be held indefinitely unless subsequently registered under the Act or an exemption from any applicable resale restrictions such registration is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).shares of Common Stock; (ce) If he or she is deemed an affiliate the Participant understands that the shares of Common Stock acquired upon exercise of the Option are restricted securities within the meaning of Rule 144 of promulgated under the Act, he or she understands ; that the exemption from form registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock common stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions; (f) the Participant is capable of evaluating the merits and risks of this investment, has the ability to protect Participant's own interest in this transaction and is financially capable of bearing a total loss of his investment; and (g) Participant is fully aware of (i) the speculative nature of the investment in Common Stock, (ii) the financial hazards involved, and (iii) the level of liquidity of the shares being issued and the restrictions on transferability of the shares.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Options prior to the registration of the Restricted Common Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if pursuant to the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws Securities Act or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Unitsapplicable securities laws, the Company may require Participant shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:; (a) He The Participant is acquiring and will hold the Common Stock to be issued hereunder for investment for the Participant’s account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The participant has been advised that he or she may the Common Stock to be an “affiliate” within the meaning of Rule 144 issued hereunder has not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933such Common Stock is to be effected (it being understood, as amended however, that such Common Stock is being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and that such Common Stock must be held indefinitely, unless it is subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel (in the “Act”form and substance satisfactory of the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Participant’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section 8. The Participant further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or Common Stock to file a “re-offer prospectus”)be issued hereunder. (c) If he or she The Participant is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the United States Securities and Exchange Commission under the Securities Act, he or she which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Participant acknowledges that the Participant is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (d) The Participant will not be available unless Transfer the shares of Common Stock deliverable upon exercise of the Options in violation of the Plan, this Agreement, the Securities Act (ior the rules and regulations promulgated thereunder) a public trading market then exists for or under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the Common Stock to be issued hereunder unless and until the Participant has complied with all requirements of the CompanyPlan and this Agreement applicable to the disposition of such Common Stock. (e) The Participant has been furnished with, (ii) adequate and has had access to, such information concerning as the Participant considers necessary or appropriate for deciding whether to invest in the Common Stock to be issued hereunder, and the Participant has had an opportunity to ask questions and receive answers from the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Common Stock. (f) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Common Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Participant’s investment in limited amounts in accordance with such terms and conditionsCommon Stock.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to registration of the Restricted offering of the Common Stock Units subject to the Option pursuant to the Securities Act or other applicable securities laws, the Participant shall be subject to, deemed to acknowledge and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares make the representations and warranties as described below and as otherwise may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:. (a) He The Participant is acquiring and will hold the shares of Common Stock for investment for her account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Participant has been advised that he or she may be an “affiliate” within offerings of the meaning shares of Rule 144 Common Stock have not been registered under the Securities Act or other applicable securities laws, on the ground that no public offering of 1933the shares of Common Stock is to be effected (it being understood, as amended however, that the shares of Common Stock are being offered in reliance on the exemption provided under Rule 701 under the Securities Act), and that the shares of Common Stock must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel (in the “Act”form and substance satisfactory to the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Participant’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section. The Participant further acknowledges and understands that the Company is under no obligation hereunder to register offerings of the Shares (or to file a “re-offer prospectus”)shares of Common Stock. (c) If he or she The Participant is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the Securities and Exchange Commission under the Securities Act, he or which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Participant acknowledges that she is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (d) The Participant will not be available unless sell, transfer or otherwise dispose of the shares of Common Stock in violation of the Plan, this Agreement, the Securities Act (ior the rules and regulations promulgated thereunder) a public trading market then exists for or under any other applicable securities laws. The Participant agrees that she will not dispose of the Common Stock unless and until she has complied with all requirements of this Agreement applicable to the disposition of the Companyshares of Common Stock. (e) The Participant has been furnished with, (ii) adequate and has had access to, such information concerning as she considers necessary or appropriate for deciding whether to invest in the shares of Common Stock, and the Participant has had an opportunity to ask questions and receive answers from the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale the offering of the Shares may be made only Common Stock. (f) The Participant is aware that her investment in the Company is a speculative investment that has limited amounts liquidity and is subject to the risk of complete loss. The Participant is able, without impairing her financial condition, to hold the Common Stock for an indefinite period and to suffer a complete loss of her investment in accordance with such terms and conditionsthe Common Stock.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if pursuant to the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws Securities Act or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Unitsapplicable securities laws, the Company may require Employee shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made reasonably requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants thatEmployee: (a) He The Employee is acquiring and will hold the Shares to be issued hereunder for investment for the Employee’s account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Employee has been advised that he or she may the Shares to be an “affiliate” within the meaning of Rule 144 issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933such Shares is to be effected (it being understood, as amended however, that such Shares are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act or another exemption thereunder), and that such Shares must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Employee obtains an opinion of counsel (in the “Act”form and substance reasonably satisfactory to the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Employee’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section 7. The Employee further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or to file a “re-offer prospectus”)be issued hereunder. (c) If he or she The Employee is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the United States Securities and Exchange Commission under the Securities Act, he or she which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges that the Employee is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 will have not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning been satisfied and that the Company is then available has no plans to satisfy these conditions in the publicforeseeable future. (d) The Employee has been furnished with, and (iii) other has had access to, such information as the Employee considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Employee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Shares. (e) The Employee is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Employee is able, without impairing the Employee’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Employee’s investment in limited amounts in accordance with such terms and conditionsShares.

Securities Representations. The grant (1) Owner and each of its partners (in the event of a distribution of the Restricted Stock Partnership Units by Owner to its Partners) will acquire the Partnership Units and issuance of Shares upon vesting the common stock of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be REIT issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition pursuant to the settlement Section 8.6A of the Restricted Stock Units, Partnership Agreement (the Company may require the Participant "Underlying Shares" or "Shares") for its or his own account and not with a view to satisfy any qualifications that may be necessary or appropriate, to evidence compliance for sale in connection with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” public distributions thereof within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “"Securities Act”"), except that, upon exchange of Partnership Units for Underlying Shares, such Underlying Shares may be sold pursuant to the terms of the Registration Rights Agreement. (2) Owner and its partners believe they have sufficient knowledge and experience in financial and business matters to enable them to evaluate the merits and risks of investment in the Partnership Units and the Underlying Shares. Owner and each of its partners have the ability to bear the economic risk of acquiring the Partnership Units and the Underlying Shares. (3) Owner and each of its partners have been furnished with, or had access to, information to which a reasonable investor would attach significance in making investment decisions, and Owner and each of its partners have been furnished with copies of all other materials which they have requested and Owner and its partners have had a full opportunity to ask questions of and receive answers from Highwoods and the REIT or any person or persons acting on behalf of Highwoods or the REIT concerning terms and conditions of the acquisition of the Partnership Units and the Underlying Shares. (4) Owner and each of its partners hereby acknowledge that the Partnership Units and the Underlying Shares are not registered under the Securities Act or any state securities laws and cannot be resold without registration thereunder or exemption therefrom. Owner and its partners agree that they will not transfer all or any portion of the Partnership Units or the Underlying Shares unless such transfer has been registered or is exempt from registration under the Securities Act and any applicable state securities laws. Documents and/or certificates evidencing the Partnership Units and the Underlying Shares may, unless otherwise registered, contain a prominent legend with respect to the restrictions on transfer under the Securities Act and under applicable state securities laws. (5) Owner and each partner thereof is an "accredited investor," as such term is defined in Regulation D promulgated under the Securities Act. None of the representations in this connection subparagraph (aa) shall prevent Owner or its partners from exchanging Partnership Units for Shares or selling Shares pursuant to an effective registration or a valid exemption therefrom, except as may be limited by the Company is relying Registration Rights Agreement. All representations and warranties of Owner contained in part on his this Agreement shall be true, accurate and correct to Owner's actual knowledge as of the date hereof and Owner shall deliver to Highwoods at Closing a certificate certifying that they are still true, accurate and correct to the Owner's actual knowledge as of the date of Closing; provided, if any such representations or her warranties are not true, accurate and correct to Owner's actual knowledge as of the date of Closing, Owner shall so state in said certificate and shall disclose the facts or circumstances which have caused such representation or warranty to no longer be true, accurate and correct. Except with respect to (and limited by) instances of Owner's fraud related to the procurement of this Agreement, the representations and warranties set forth in this section. Section 6.02 shall expire on that date which is twelve (b12) If he months after the date of Closing unless (and only to the extent), on or she is deemed an affiliate before such date, Highwoods files a claim against Owner for breach of a representation or warranty in a court of competent jurisdiction. In the case of fraud, Highwoods shall have the right to bring a claim within any time allowed by any statute of limitations applicable to such fraud. Any such claim shall be limited to actual damages (including attorneys' fees and expenses and court costs) suffered by Highwoods. Notwithstanding the meaning of Rule 144 foregoing, Highwoods shall have no claim against Owner (i) for any representation or warranty which was untrue, inaccurate or incorrect when made by Owner if the facts or circumstances which caused such representation or warranty to be untrue, inaccurate or incorrect were disclosed to Highwoods or were discovered or became known to Highwoods prior to Closing and Highwoods nevertheless closed the acquisition of the ActProperty and paid the Consideration to Owner; or (ii) unless said damages suffered by Highwoods because of such untrue, the Shares must inaccurate or incorrect representation or warranty exceeds One Hundred Thousand and no/100 Dollars ($100,000.00), in which case Highwoods shall be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or entitled to file a “re-offer prospectus”)claim for all actual damages suffered by Highwoods including the said $100,000.00 threshold amount. (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant Investor will acquire the -------------------------- Securities for purposes of the Restricted Stock Units investment for its own account and issuance of Shares upon vesting of the Restricted Stock Units shall be subject not with a view to, and or for resale in compliance connection with, all applicable requirements of federalthe distribution thereof, state or foreign securities law. No Shares may be issued hereunder if as those terms are used in the issuance of such Shares would constitute a violation of any applicable federalSecurities Act, state or foreign securities laws or other law or and the rules and regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulationpromulgated thereunder. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she Investor has been advised and acknowledges that he it will not be able to dispose of the Securities, or she may be an “affiliate” within any interest therein, without first complying with the meaning relevant provisions of this Agreement, the Securities Act and any applicable state securities laws. The Investor also understands that the provisions of Rule 144 promulgated under the Securities Act Act, permitting routine sales of 1933securities of certain issuers subject to the terms and conditions thereof, are not currently available to it with respect to the Securities. The Investor acknowledges that, except as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the ActAgreement, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (Securities or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within take any action to assist the meaning of Rule 144 of Investor in complying with the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 any exemption that might be available under the Securities Act or any exemption therefrom are complied withstate securities laws with respect to sales of the Securities by the Investor in the future. (i) The Investor believes that, as of the date of this Agreement, it has received all of the information it considers necessary or appropriate for deciding whether to purchase the Securities. The Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities pursuant to this Agreement and the business, properties, prospects and financial condition of the Company. (ii) The Investor represents that: (A) the Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Investor's prospective investments in the Securities; (B) the Investor has the ability to bear the economic risk of its prospective investments; and (C) the Investor is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer complete loss on its investments. (iii) The Investor is an "accredited investor," as that any sale term is defined in Rule 501 promulgated under the Securities Act. (iv) The Investor either is (A) not an "Investment Company," as that term is defined in the Investment Company Act or (B) excluded from the definition of an Investment Company under Section 3(c)(1) of the Shares may Investment Company Act. (v) The Investor acknowledges that the representations, agreements and acknowledgments set forth above are being given by the Investor with the understanding that they will be made only relied upon by the Company and its board of directors to claim the availability of the exemption from the registration provisions of the Securities Act contained in limited amounts in accordance with such terms and conditionsSection 4(2) thereof or Regulation D promulgated thereunder.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to registration of the Restricted offering of the Common Stock Units subject to the Option pursuant to the Securities Act or other applicable securities laws, the Participant shall be subject to, deemed to acknowledge and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares make the representations and warranties as described below and as otherwise may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company shall be made in reliance upon the following express representations and warranties of the Participant. . a. The Participant acknowledgesis acquiring and will hold the shares of Common Stock for investment for his account only and not with a view to, represents and warrants that:or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (a) He or she b. The Participant has been advised that he or she may be an “affiliate” within offerings of the meaning shares of Rule 144 Common Stock have not been registered under the Securities Act or other applicable securities laws, on the ground that no public offering of 1933the shares of Common Stock is to be effected (it being understood, as amended however, that the shares of Common Stock are being offered in reliance on the exemption provided under Rule 701 under the Securities Act), and that the shares of Common Stock must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel (in the “Act”form and substance satisfactory to the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Participant’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section 13. The Participant further acknowledges and understands that the Company is under no obligation hereunder to register offerings of the Shares (or to file a “re-offer prospectus”)shares of Common Stock. (c) If he or she c. The Participant is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the U.S. Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Participant acknowledges that he or she is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. d. The Participant will not be available unless sell, transfer or otherwise dispose of the shares of Common Stock in violation of the Plan, this Agreement, the Securities Act (ior the rules and regulations promulgated thereunder) a public trading market then exists for or under any other applicable securities laws. The Participant agrees that he will not dispose of the Common Stock unless and until he has complied with all requirements of this Agreement applicable to the disposition of the Companyshares of Common Stock. e. The Participant has been furnished with, (ii) adequate and has had access to, such information concerning as he considers necessary or appropriate for deciding whether to invest in the shares of Common Stock, and the Participant has had an opportunity to ask questions and receive answers from the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale the offering of the Shares may be made only Common Stock. f. The Participant is aware that his investment in the Company is a speculative investment that has limited amounts liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his financial condition, to hold the Common Stock for an indefinite period and to suffer a complete loss of his investment in accordance with such terms and conditionsthe Common Stock.

Securities Representations. The grant Buyer understands and agrees that the consummation of this Agreement including the transfer of the Restricted Stock Units Shares as contemplated hereby, constitutes the offer and issuance sale of Shares upon vesting of securities under the Restricted Stock Units Securities Act. The Buyer agrees that such transactions shall be subject to, consummated in reliance on exemptions from the registration and in compliance with, all applicable prospectus delivery requirements of federalsuch statutes which depend, state or foreign among other items, on the circumstances under which such securities laware acquired. No The Buyer understands that the Shares may have not been registered under the Securities Act and must be issued hereunder if the issuance of such Shares would constitute a violation of held indefinitely without any applicable federaltransfer, state or foreign securities laws sale, or other law disposition unless such shares are subsequently registered under the Securities Act or regulations or registration is not required under the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulationSecurities Act in reliance on an available exemption. The Shares are being issued to be acquired by the Participant and Buyer under the terms of this Agreement is being made by will be acquired for the Company in reliance upon Buyer’s own account, for investment, and not with the following express representations and warranties present intention of resale or distribution of all or any part of the Participantsecurities. The Participant acknowledgesBuyer agrees that it will refrain from transferring or otherwise disposing of any of the Shares, represents and warrants that: (a) He or she has been advised that he any interest therein, in such manner as to violate the Securities Act or she may be any applicable state securities law regulating the disposition thereof. The Buyer is an “affiliateaccredited investor” within the meaning of Rule 144 Regulation D promulgated under the Securities Act of 1933, as amended (and has adequate means for providing for its current needs and possible personal contingencies and has no need now and anticipates no need in the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, foreseeable future to sell the Shares must be held indefinitely unless an exemption from any applicable resale restrictions which the Buyer is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she purchasing hereby. The Buyer understands that the exemption Shares being sold pursuant to this Agreement are being offered and sold in reliance on specific exemptions from the registration under Rule 144 will not be available unless (i) a public trading market then exists for requirements of federal and state securities laws and that the Common Stock Seller is relying upon the truth and accuracy of the CompanyBuyer’s representations, (ii) adequate information concerning the Company is then available to the publicwarranties, agreements, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of understandings set forth herein to determine the Shares may be made only in limited amounts in accordance with such terms and conditionsBuyer’s suitability to acquire the Shares.

Securities Representations. The grant of Participant acknowledges and makes the Restricted Stock Units representations, warranties and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulationcovenants set forth below. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this sectionSection 7. (a) The Participant is acquiring and will hold the Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) If he or she is deemed an affiliate within the meaning of Rule 144 The Participant has been advised that offerings of the ActShares have not been registered under the Securities Act or other applicable securities laws, and that the Shares must be held indefinitely indefinitely, unless an exemption from any the resales thereof are subsequently registered under the applicable resale restrictions is available securities laws or the Participant obtains an opinion of counsel (in the form and substance satisfactory to the Company files an additional and its counsel) that registration statement (or a “re-offer prospectus”) with regard to such Shares and the is not required. The Company is under no obligation to register offerings of the Shares (or to file a “re-offer prospectus”)shares of Common Stock. (c) If The Participant is an “Accredited Investor” as such term is defined under Rule 501(a) of Regulation D promulgated under the Securities Act. The Participant has such knowledge and experience in financial and business matters that the Participant is capable of evaluating the merits and risks of investment in the Company and of making an informed investment decision. The Participant, or the Participant’s professional advisor, has the capacity to protect the Participant’s concerns in connection with the investment in the Shares, and the Participant is able to bear the economic risk, including the complete loss, of an investment in the Shares. (d) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Plan, this Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or any other applicable laws. (e) The Participant has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions hereof. (f) The Participant is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands aware that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning any investment in the Company is then available a speculative investment that has limited liquidity and is subject to the publicrisk of complete loss. The Participant is able, and (iii) other terms and conditions of Rule 144 without impairing his or any exemption therefrom are complied with; and that any sale of her financial condition, to hold the Shares may be made only in limited amounts in accordance with such terms for an indefinite period and conditionsto suffer a complete loss of his or her investment.

Securities Representations. The grant of Seller hereby confirms that the Restricted Stock Units Shares to be acquired by the Seller hereunder (subject to the terms and issuance of Shares upon vesting of conditions herein) will be acquired for investment for the Restricted Stock Units shall be subject toSeller’s own account, not as a nominee or agent, and in compliance withnot with a view to the resale or distribution of any part thereof (other than pursuant to an effective registration statement or an available exemption therefrom), all applicable requirements and that the Seller has no present intention of federalselling, state granting any participation in, or foreign securities lawotherwise distributing the same (other than pursuant to an effective registration statement or an available exemption therefrom). No Shares may be issued hereunder if The Seller further represents that the issuance Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which securities. The Seller understands that the Shares may then to be listed. As a condition acquired, subject to the settlement of the Restricted Stock Unitsterms and conditions herein, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriatehave not been, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledgesuntil registered, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) and in this connection , by reason of a specific exemption from the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 registration provisions of the ActSecurities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Seller must be held hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from any applicable resale restrictions such registration and qualification requirements is available or the available. The Seller acknowledges that Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under has no obligation to register or qualify the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she securities for resale. The Seller understands that the exemption from registration Shares may, be notated with a customary Securities Act legend. The Seller represents that it is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditionsSecurities Act.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He The Seller is an "accredited investor" as defined in Rule 501(a) under the Securities Act. The Seller has not been organized, reorganized or she recapitalized specifically for the purpose of acquiring the Shares. (b) The Seller is acquiring the Shares for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller understands that the Shares have not been advised that he or she may be an “affiliate” registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company or an exemption from registration is relying in part on his or her representations set forth in this sectionthen available. (bf) If he or she is deemed an affiliate within A legend substantially in the meaning of Rule 144 of following form will be placed on the Actcertificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions."

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if pursuant to the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws Securities Act or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Unitsapplicable securities laws, the Company may require Employee shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made reasonably requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants thatEmployee: (a) He The Employee is acquiring and will hold the Shares to be issued hereunder for investment for the Employee’s account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Employee has been advised that he or she may the Shares to be an “affiliate” within the meaning of Rule 144 issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933such Shares is to be effected (it being understood, as amended however, that such Shares are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and that such Shares must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Employee obtains an opinion of counsel (in the “Act”form and substance reasonably satisfactory to the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Employee’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section 7. The Employee further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or to file a “re-offer prospectus”)be issued hereunder. (c) If he or she The Employee is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the United States Securities and Exchange Commission under the Securities Act, he or she which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges that the Employee is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 will have not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning been satisfied and that the Company is then available has no plans to satisfy these conditions in the publicforeseeable future. (d) The Employee has been furnished with, and (iii) other has had access to, such information as the Employee considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Employee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Shares. (e) The Employee is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Employee is able, without impairing the Employee’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Employee’s investment in limited amounts in accordance with such terms and conditionsShares.

Securities Representations. The grant (a) Purchaser is able to bear the economic risk of an investment in the Shares for an indefinite period of time, can afford the loss of the Restricted Stock Units and issuance of Shares upon vesting of entire investment in the Restricted Stock Units shall be subject toShares, and will, after making an investment in compliance withthe Shares, all have sufficient means of providing for Purchaser's current needs and possible future contingencies. Additionally, Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to Purchaser's net worth and this Agreement will not cause such overall commitment to become excessive. (b) The Shares will not be sold by Purchaser without registration under applicable requirements of federal, state securities acts or foreign securities law. No Shares may be issued hereunder if the issuance of a proper exemption from such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. registration. (c) The Shares are being issued to the Participant acquired by Purchaser for Purchaser's own account and this Agreement is being made by the Company risk, for investment purposes, and not on behalf of any other person or with a view to, or for resale in reliance upon the following express representations and warranties of the Participant. The Participant acknowledgesconnection with, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” any distribution thereof within the meaning of Rule 144 the Act. Purchaser is aware that there are substantial restrictions on the transferability of the Shares. (d) Purchaser has had access to any and all information concerning the Company that Purchaser and Purchaser's financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. The available information included all information filed by the Company with the United States Securities and Exchange Commission. In making the decision to purchase the Shares herein agreed to, Purchaser and Purchaser's advisors have relied upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in connection with any investment hereunder and understand that the particular tax consequences arising from this investment in the Company will depend upon the individual circumstances of Purchaser. (e) Purchaser also understands and agrees that stop transfer instructions relating to the Shares will be placed in the Company's transfer ledger, and that the certificates evidencing the Shares sold will bear legends in substantially the following form: The Shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “"Act”") and are "restricted securities" as that term is defined in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the Shares must availability of which is to be held indefinitely unless an exemption from any applicable resale restrictions is available or established to the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and satisfaction of the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)Company. (cf) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands Purchaser knows that the exemption Shares are offered and sold pursuant to exemptions from registration under Rule 144 will not be available unless (i) the Securities Act of 1933, as amended, and state securities law based, in part, on these warranties and representatives, which are the very essence of this Agreement, and constitute a public trading market then exists for the Common Stock material part of the Company, (ii) adequate information concerning bargained-for consideration without which this Agreement would not have been executed. Purchaser agrees to indemnify and hold the Company is then available harmless for any damages suffered by the Company as a result of any misrepresentation or breach of any representation or warranty of Purchaser. (g) By reason of Purchaser's business or financial experience or the business or financial experience of Purchaser's professional advisors, Purchaser has the capacity to protect Purchaser's own interest in connection with this transaction or has a pre-existing personal or business relationship with the publicCompany or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale duration such as would enable a reasonably prudent purchaser to be aware of the Shares may be made only in limited amounts in accordance character, business acumen and general business and financial circumstances of such person with whom such terms and conditionsrelationship exists. (h) Purchaser is an "accredited investor" as defined under Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended.

Securities Representations. The grant (a) Such Purchaser is (i) an "accredited investor" as that term is defined in Rule 501 promulgated under the Securities Act, (ii) knowledgeable, sophisticated and experienced in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, (iii) capable of bearing the economic risk of such investments, including a complete loss of its investment in the Securities, and (iv) able, by reason of the Restricted Stock Units business and issuance financial experience of Shares upon vesting of the Restricted Stock Units shall be subject toits officers, partners, and, employees and agents and professional advisors (who are not affiliated with or compensated in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made way by the Company or any of its affiliates or selling agents) to protect its own interests in reliance upon connection with the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and transactions described in this connection agreement and the Company is relying in part on his or her representations set forth in this sectionrelated documents. (b) If he Such Purchaser is acquiring the Securities for its own account and not with a view towards the public sale or she distribution of such Securities, unless such public sale or distribution is deemed an affiliate within properly registered under the meaning of Rule 144 of Securities Act or exempt from the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)requirements thereof. (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she Such Purchaser understands that the exemption Securities are being offered and sold to it pursuant to and a reliance upon certain exemptions from the registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock requirements of the Company, (ii) adequate information concerning Securities Act and applicable state securities laws and that the Company is then relying upon the truth and accuracy of, and the Purchaser's compliance with, the representation, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. (d) Such Purchaser understands that any subsequent offer or sale of the securities by the Purchaser must be registered under the Securities Act and applicable state, securities laws or exempt from the registration requirements thereof. (e) The Company has furnished or otherwise made available to such Purchaser or its agents, all documents, information and materials relating to the publicbusiness, affairs, operations or condition of the Company and to this transaction which have been requested by or on behalf of such Purchaser. In addition, such Purchaser and its agents have been given the opportunity to ask questions of, and (iii) other to receive the answers from, the Company concerning its business, affairs, operations and conditions, as well as the terms and conditions of Rule 144 the Securities and other related matters, and has received complete and satisfactory answers to all such inquiries. In evaluating the suitability of an investment in the Securities, the Purchaser has not relied upon any representations or any exemption therefrom are complied with; and that any sale other information (whether oral or written) made by or on behalf of the Shares may be made only Company other than as expressly set forth in limited amounts in accordance with such terms and conditionsthis Agreement.

Securities Representations. The grant of the Restricted Stock Units Award and issuance of Shares shares of Common Stock upon vesting settlement of the Restricted Stock Units Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares shares of Common Stock may be issued hereunder if the issuance of such Shares shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares such shares may then be listed. As a condition to the settlement of the Restricted Stock UnitsAward, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares shares of Common Stock are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares shares of Common Stock and the Company is under no obligation to register the Shares shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale sales of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant Buyer understands and agrees that the consummation of this Agreement including purchasing the Restricted Stock Units Shares as contemplated hereby, constitutes the offer and issuance sale of Shares upon vesting of securities under the Restricted Stock Units Securities Act. Buyer agrees that such transactions shall be subject to, consummated in reliance on exemptions from the registration and in compliance with, all applicable prospectus delivery requirements of federalsuch statutes which depend, state among other items, on the circumstances under which such securities are acquired. In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer understands that the Shares have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or foreign securities law. No Shares may be issued hereunder if the issuance of other disposition unless such Shares would constitute a violation of any applicable federal, state are subsequently registered under the Securities Act or foreign securities laws or other law or regulations or registration is not required under the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulationSecurities Act in reliance on an available exemption. The Shares are being issued to be received by the Participant and Buyer under the terms of this Agreement is being made by will be acquired for the Company in reliance upon Buyer’s own account, for investment, and not with the following express representations and warranties present intention of resale or distribution of all or any part of the Participantsecurities. The Participant acknowledges, represents and warrants that: (a) He or she has been advised Buyer agrees that he will refrain from transferring or she may be otherwise disposing of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer is an “affiliateaccredited investor” within the meaning of Rule 144 Regulation D promulgated under the Securities Act and has adequate means for providing for his current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Shares. Buyer understands that Shares are being entered into in reliance on specific exemptions from the registration requirements of 1933, as amended (the “Act”) Federal and in this connection state securities laws and that the Company is relying in part on his or her representations upon the truth and accuracy of Buyer’s representations, warranties, agreements, and understandings set forth in this sectionherein to determine Buyer’s suitability to purchase the Shares. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He Such Seller is acquiring the Buyer Units for its own account and not with a view to, or she has been advised that he or she may be an “affiliate” for offer of resale in connection with, a distribution thereof, within the meaning of Rule 144 under the Securities Act Act. In acquiring the Buyer Units, such Seller is not offering or selling, and will not offer or sell, for himself or itself in connection with any distribution of 1933the Buyer Units, as amended (the “Act”) and such Seller does not have a participation in this connection the Company is relying and will not participate in part on his any such undertaking or her representations set forth in this sectionany underwriting of such an undertaking except in compliance with applicable federal and state securities laws. (b) If Such Seller is an “accredited investor” as such term is defined under Regulation D promulgated under the Securities Act. Additionally, such Seller acknowledges that he or she it is deemed able to fend for himself or itself, can bear the economic risk of his or its investment in the Buyer Units, and has such knowledge and experience in financial and business matters similar to the transaction described herein such that he or it is capable of evaluating the merits and risks of an affiliate within investment in the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)Buyer Units. (c) If Further, such Seller understands that such Buyer Units will not have been registered pursuant to the Securities Act or any applicable state securities laws, that the Buyer Units, when issued, will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Buyer Units cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. Such Seller represents that he or she it is deemed an affiliate within the meaning of familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Stop transfer instructions may be issued to the transfer agent for securities of the Act, he Buyer (or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares notation may be made only in limited amounts the appropriate records of the Buyer) in accordance connection with the Buyer Units issued hereunder. It is agreed and understood by such terms Seller that, should any certificate be issued representing any of the Buyer Units, each such certificate shall conspicuously set forth on the face or back thereof, in addition to any legends required by Legal Requirement or other agreement, a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE FIRST REGISTERED PURSUANT TO THAT ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS EAGLE ROCK ENERGY PARTNERS, L.P. RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (d) Such Seller represents and conditionsacknowledges that Buyer is issuing the Buyer Units pursuant to an exemption from the registration requirements of the Securities Act based on the representations provided such Seller hereunder.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units Employee shall be subject to, deemed to acknowledge and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares make the following representations and warranties and as otherwise may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made reasonably requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants thatEmployee: (a) He The Employee is acquiring and will hold the Shares to be issued hereunder for investment for the Employee’s account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Employee has been advised that he or she may the Shares to be an “affiliate” within the meaning of Rule 144 issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933such Shares is to be effected (it being understood, as amended however, that such Shares are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act or another exemption thereunder), and that such Shares must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Employee obtains an opinion of counsel (in form and substance reasonably satisfactory to the “Act”Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Employee’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section ‎6. The Employee further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or to file a “re-offer prospectus”)be issued hereunder. (c) If he or she The Employee is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the United States Securities and Exchange Commission under the Securities Act, he or she which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges that the Employee is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 will have not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning been satisfied and that the Company is then available has no plans to satisfy these conditions in the publicforeseeable future. (d) The Employee has been furnished with, and (iii) other has had access to, such information as the Employee considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Employee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Shares. (e) The Employee is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Employee is able, without impairing the Employee’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Employee’s investment in limited amounts in accordance with such terms and conditionsShares.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, (a) Subscriber represents and warrants that: (a) He that it is purchasing the shares of Preferred Stock solely for investment, solely for its own account and not with a view to or she has been advised that he for the resale or she may be an “affiliate” within distribution thereof except as permitted under the meaning of Rule 144 Registration Statement or as otherwise permitted under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he Subscriber understands that it may sell or she is deemed an affiliate within otherwise transfer the meaning shares of Rule 144 Preferred Stock or Warrants or the shares issuable on conversion of the Preferred Stock or exercise of the Warrants only if such transaction is duly registered under the Securities Act, under the Shares must Registration Statement or otherwise, or if Subscriber shall have received the favorable opinion of counsel to Subscriber, which opinion shall be held indefinitely unless an exemption from any reasonably satisfactory to counsel to the Company, to the effect that such sale or other transfer may be made in the absence of registration under the Securities Act, and registration or qualification in every applicable resale restrictions is available or state. The certificates representing the Company files an additional registration statement (or aforesaid securities will be legended to reflect these restrictions, and stop transfer instructions will apply. Subscriber realizes that the Preferred Stock and Warrants are not a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)liquid investment. (c) If he or she is deemed an affiliate within Subscriber has not relied upon the meaning advice of Rule 144 a "Purchaser Representative" (as defined in Regulation D of the Securities Act) in evaluating the risks and merits of this investment. Subscriber has the knowledge and experience to evaluate the Company and the risks and merits relating thereto. (d) Subscriber represents and warrants that Subscriber is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act, he or she and shall be such on the date any Preferred Stock is issued to Subscriber; Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the shares and understands that an investment in the exemption from registration Company involves substantial risks; Subscriber has the power and authority to enter into this agreement, and the execution and delivery of, and performance under Rule 144 will this agreement shall not be available unless (i) a public trading market then exists for conflict with any rule, regulation, judgment or agreement applicable to the Common Stock of Subscriber; and Subscriber has invested in previous transactions involving restricted securities. Subscriber has had the opportunity to discuss the Company, (ii) adequate information concerning 's affairs with the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditionsCompany's officers.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, 5.1 Seller represents and warrants to Buyer that: (a) He Seller will acquire the Shares for Seller’s own account for investment and not with a view to, or she has been advised that he or she may be an “affiliate” for resale in connection with, a distribution of the Shares within the meaning of Rule 144 the Securities Act. In that regard, Seller understands that (i) the Shares have not been registered under the Securities Act of 1933, as amended or under any state securities laws and are therefore “restricted securities”; and (ii) the “Act”) and in this connection Shares may not be Transferred unless they are registered under the Company Securities Act or an exemption from such registration is relying in part on his or her representations set forth in this sectionavailable. (b) If he or she is deemed Seller understands that an affiliate within the meaning of Rule 144 of the Act, investment in the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)involves risk. (c) If he Seller has such knowledge and experience in financial and business matters that Seller is capable of evaluating the merits and risks of an investment in the Shares and in protecting Seller’s own interests in connection with this transaction; and Seller has had the opportunity to investigate the business and affairs of the Buyer and to ask questions of the Buyer’ officers, either directly or she through Seller’s authorized representatives; and (d) Seller is deemed an affiliate “accredited investor” as defined in Regulation D under the Securities Act. 5.2 The Buyer represents and warrants to Seller, in connection with its receipt of any Shares as a distribution from Seller, that: (a) The Buyer will acquire the Shares for such Buyer’s own account for investment and not with a view to, or for resale in connection with, a distribution of the Shares within the meaning of Rule 144 of the Securities Act. In that regard, he or she such Buyer understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of Shares have not been registered under the Company, Securities Act or under any state securities laws and are therefore “restricted securities”; and (ii) adequate information concerning the Company Shares may not be Transferred unless they are registered under the Securities Act or an exemption from such registration is then available to available; (b) Such Buyer understands that an investment in the public, Shares involves risk; (c) Such Buyer has such knowledge and (iii) other terms experience in financial and conditions business matters that the Buyer is capable of Rule 144 or any exemption therefrom are complied withevaluating the merits and risks of an investment in the Shares and in protecting such Buyer’s own interests in connection with this transaction; and such Buyer’s has had the opportunity to investigate the business and affairs of the Buyer and to ask questions of the Buyer’ officers, either directly or through Seller’s authorized representatives; and (d) Such Buyer is an “accredited investor” as defined in Regulation D under the Securities Act. 5.3 Seller and Buyer understand and agree that each certificate evidencing the Shares will bear the following or a similar legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ‘ACT’) AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.” Seller agrees that Buyer may place stop orders on each certificate evidencing any sale of the Shares may be made only with its transfer agent, if any, to the same effect as the legend set forth in limited amounts in accordance with such terms this Section 5.3. 5.4 The Buyer agrees that Seller's distribution of any of the Closing Shares to any Seller’s Shareholder does not constitute a violation of any of Seller's representations and conditionswarranties.

Securities Representations. The grant of If the Restricted Stock Units Committee or Board determines that the law so requires, ▇▇▇▇▇ shall, upon any exercise or conversion thereof, execute and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition deliver to the settlement of the Restricted Stock UnitsCompany a written statement, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued in a form satisfactory to the Participant Company, representing and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants warranting that: (a) He or she the holder has been advised that he or she holder may be an “"affiliate” " within the meaning of Rule 144 under the Securities Act of 1933, as amended 1933 (the “"Act”") and in this connection the Company is relying in part on his or her the holder's representations set forth in this section.Section; (b) If he or she is deemed an affiliate within the meaning of Rule 144 holder understands that the Shares received on any exercise of the Act, the Shares Option must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “"re-offer prospectus”") with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).Shares; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she holder understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 144, or any exemption therefrom therefrom, are complied with; with and that any sale of the Shares acquired pursuant to the Option may be made only in limited amounts in accordance with such terms and conditions; (d) Shares acquired pursuant to the Option are for the holder's own account and not acquired or obtained with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any such Shares; (e) in the event that the holder is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares acquired pursuant to the Option, the holder may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration is not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) complies with the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company with respect to the certificates evidencing the Shares acquired pursuant to the Option, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel satisfactory to the Company that such registration is not required; and (f) the holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that the holder may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He Each Shareholder hereby acknowledges receipt of (1) PJAM's annual report to Shareholders (including Form 10-K) for the fiscal year ending December 29, 1996, (2) PJAM's Quarterly report on Form 10-Q for the quarter ended on March 30, 1997, and (iii) PJAM's Proxy Statement, dated April 21, 1997 with respect to its Annual Meeting of Stockholders to be held on June 4, 1997 (collectively, the "Securities Documents"). (b) Each Shareholder represents that such Shareholder (1) has received all the information such Shareholder deems necessary concerning PJAM to evaluate the transactions described in this Agreement, (2) is acquiring the PJAM Shares for his or she her own account, and (3) has been advised no present intention of dividing his or her interest in the PJAM Shares with others or otherwise disposing of PJAM Shares. (c) Each Shareholder represents that such Shareholder has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the proposed investment in PJAM Shares. Such Shareholder understands that, except as may otherwise be an “affiliate” within provided in the meaning Registration Rights Agreement, such Shareholder's ability to dispose of the PJAM Shares in the public market for such stock or otherwise is limited by the Securities Act, including Rule 144 promulgated thereunder, and, therefore, such Shareholder may have to bear the risk of his or her investment in such PJAM Shares for an indefinite period of time. (d) Each Shareholder hereby acknowledges that each certificate representing PJAM Shares that is issuable to such Shareholder pursuant to this Agreement shall be stamped or otherwise imprinted with a legend substantially to the following effect: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “"Act”) "), and are "restricted securities" as defined in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of promulgated under the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will . The securities may not be available unless sold or offered for sale or otherwise distributed except (i) a public trading market then exists in conjunction with an effective registration statement for the Common Stock of shares under the CompanyAct, (ii) adequate information concerning the Company is then available to the publicin compliance with Rule 144, and or (iii) other terms and conditions pursuant to an opinion of Rule 144 counsel satisfactory to the Company that such registration or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with compliance is not required as to such terms and conditionssale, offer or distribution.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the ParticipantGrantee. The Participant Grantee hereby acknowledges, represents and warrants that: (a) He or she The Grantee has been advised that he or she the Grantee may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) and in this connection the Company is relying in part on his or her the Grantee’s representations set forth in this sectionSection 9. (b) If he or she the Grantee is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares shares of Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional effective registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)available. (c) If he or she the Grantee is deemed an affiliate within the meaning of Rule 144 of the Securities Act, he or she the Grantee understands that (i) the exemption from registration under Rule 144 will not be available unless (iA) a public trading market then exists for the Common Stock of the Company, (iiB) adequate information concerning the Company is then available to the public, and (iiiC) other terms and conditions of Rule 144 or any exemption therefrom are complied with; , and that (ii) any sale of the Shares shares of Stock issuable hereunder may be made only in limited amounts in accordance with such the terms and conditionsconditions of Rule 144 or any exemption therefrom. (d) An exemption from filing a prospectus in relation to the Plan has been granted to the Company by the Israeli Securities Authority. Copies of the Plan and the Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange Commission are available by contacting the Grantee’s local HR department.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if In connection with the issuance and acquisition of such Acquired Shares would constitute a violation of any applicable federalunder this Agreement, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, GM hereby represents and warrants thatto the Company as follows: (a) He or she has been advised that he or she may be GM is an “affiliate” "accredited investor" within the meaning of SEC Rule 144 under the Securities Act 501 of 1933Regulation D, as amended (the “Act”) and presently in this connection the Company is relying in part on his or her representations set forth in this sectioneffect. (b) If he GM is acquiring and will hold the Acquired Shares for investment for its account only and not with a view to, or she is deemed an affiliate for resale in connection with, any "distribution" thereof within the meaning of Rule 144 the Securities Act. (c) GM understands that the Acquired Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Act, the Acquired Shares must be held indefinitely indefinitely, unless they are subsequently registered under the Securities Act or GM obtains an exemption from any applicable resale restrictions is available or opinion of counsel, in form and substance satisfactory to the Company files an additional and its counsel, that such registration statement (or a “re-offer prospectus”) with regard to such Shares is not required. GM further acknowledges and understands that the Company is under no obligation to register the Acquired Shares, except as the parties hereto may expressly agree in that certain Registration Rights Agreement of even date herewith attached hereto as Exhibit "B" or otherwise. ----------- (d) GM will not sell, transfer or otherwise dispose of the Acquired Shares in violation of the Securities Act, the Exchange Act, or the rules promulgated thereunder, including Rule 144 under the Securities Act. GM agrees that it will not dispose of the Acquired Shares unless and until it has complied with all requirements of this Agreement applicable to the disposition of Acquired Shares and it has provided the Company with written assurances, in substance and form satisfactory to the Company, that (1) the proposed disposition does not require registration of the Acquired Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (2) the proposed disposition will not result in the contravention of any transfer restrictions applicable to file a “re-offer prospectus”)the Acquired Shares under the securities laws of any state or the rules promulgated thereunder. (ce) If he or she is deemed The Company, a wholly-owned subsidiary of IMPCO, formerly conducted its business as an affiliate within operating segment of IMPCO known as the meaning Automotive OEM Division. GM acknowledges and agrees that IMPCO's existing periodic filings pursuant to the Exchange Act historically discussed the Company as a separate segment of Rule 144 of IMPCO and provided certain information about the Act, he or she understands business activities that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of are now being conducted by the Company. GM acknowledges that it has been furnished with, (ii) adequate and has had access to, such information concerning as it considers necessary or appropriate for deciding whether to invest in the Acquired Shares, and GM has had an opportunity to ask questions and receive answers from the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale the issuance of the Acquired Shares. (f) GM is aware that its investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. GM is able, without impairing its financial condition, to hold the Acquired Shares may be made only for an indefinite period and to suffer a complete loss of its investment in limited amounts in accordance with such terms and conditionsthe Acquired Shares.

Securities Representations. The grant of Participant makes the Restricted Stock Units representations, warranties and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, covenants set forth below and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, acknowledges that the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:relying thereon. (a) He The Participant is acquiring and will hold the Shares for investment for his or she has been advised that he her account only and not with a view to, or she may be an for resale in connection with, any “affiliatedistribution” thereof within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this sectionother applicable securities laws. (b) If he or she is deemed an affiliate within the meaning of Rule 144 The Participant has been advised that offerings of the ActShares have not been registered under the Securities Act or other applicable securities laws, and that the Shares must be held indefinitely indefinitely, unless an exemption from any the resales thereof are subsequently registered under the applicable resale restrictions is available securities laws or the Participant obtains an opinion of counsel (in the form and substance satisfactory to the Company files an additional and its counsel) that registration statement (or a “re-offer prospectus”) with regard to such Shares and the is not required. The Company is under no obligation to register offerings of the Shares (or to file a “re-offer prospectus”)shares of Common Stock. (c) If The Participant is an “Accredited Investor” as such term is defined under Rule 501(a) of Regulation D promulgated under the Securities Act. The Participant has such knowledge and experience in financial and business matters that the Participant is capable of evaluating the merits and risks of investment in the Company and of making an informed investment decision. The Participant, or the Participant’s professional advisor, has the capacity to protect the Participant’s concerns in connection with the investment in the Shares, and the Participant is able to bear the economic risk, including the complete loss, of an investment in the Shares. (d) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Plan, this Agreement, the Stockholders Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or any other applicable laws. (e) The Participant has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions hereof. (f) The Participant is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands aware that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning any investment in the Company is then available a speculative investment that has limited liquidity and is subject to the publicrisk of complete loss. The Participant is able, and (iii) other terms and conditions of Rule 144 without impairing his or any exemption therefrom are complied with; and that any sale of her financial condition, to hold the Shares may be made only in limited amounts in accordance with such terms for an indefinite period and conditionsto suffer a complete loss of his or her investment.

Securities Representations. The grant By his acceptance of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock UnitsPurchase Price Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, Shareholder represents and warrants to the Purchaser that: (a) He or she The Shareholder has been advised given access to full and complete information regarding the Purchaser and has met with representatives of the Purchaser concerning the terms and conditions of the Purchase Price Shares and the business and operations of the Purchaser, and understands that he or she may be there is no assurance as to the future performance of the Purchaser. (b) The Shareholder is an “affiliate” "accredited investor" within the meaning of Rule 144 501 (a)(5) and/or Rule 501(a)(6) of the Securities Act. (c) The Shareholder is aware that the Purchase Price Shares are a speculative investment that involves a high degree of risk. The Shareholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Purchase Price Shares and has obtained, in his judgment, sufficient information from the Purchaser to evaluate the merits and risks of an investment in the Company. (d) The Shareholder understands that, although NIM Shares currently trade on the OTC Bulletin Board, the Purchase Price Shares have not been registered under the Securities Act or the securities laws of 1933certain states in reliance on specific exemptions from registration, as amended (and acknowledges that the “Act”) and in this connection the Company Purchaser is relying on the Shareholder's representations herein for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain states' securities laws. The Shareholder acknowledges that there is no assurance that the Purchaser will file any registration statement for the Purchase Price Shares, that such registration statement, if filed, will be declared effective or, if declared effective, that the Purchaser will be able to keep it effective until the Shareholder sells the securities registered thereon. The Shareholder is purchasing the Purchase Price Shares for his own investment and not with a view to, or for sale in connection with, any subsequent distribution of the Purchase Price Shares, nor with any present intention of selling or otherwise disposing of all or any part on his of the Purchase Price Shares. The Shareholder acknowledges and agrees that the purchase of the Purchase Price Shares is a long-term investment, and that the Shareholder may have to bear the economic risk of investment for an indefinite period of time because the Purchase Price Shares haven not been registered under the Securities Act and may never be registered, and cannot be resold, pledged, assigned or her representations set forth in this section. (b) If he otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states, or she is deemed an affiliate within the meaning of exemption from such registration, including an exemption under Rule 144 of the Securities Act, is available. The Shareholder acknowledges and understands that subject to Section 2.6 of this Agreement, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company Purchaser is under no obligation to register the Purchase Price Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within assist the meaning of Rule 144 of the Act, he or she understands that the Shareholder in complying with any exemption from such registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 Securities Act or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditionsstate securities laws.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration of the Restricted Preferred Stock Units subject to the Option pursuant to the Securities Act or other applicable securities laws, the Executive shall be subject to, deemed to acknowledge and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares make the representations and warranties as described below and as otherwise may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Preferred Stock by the Company shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:Executive. (a) He The Executive is acquiring and will hold the shares of Preferred Stock for investment for his account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Executive has been advised that he or she may be an “affiliate” within (i) the meaning shares of Rule 144 Preferred Stock have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933the shares of Preferred Stock is to be effected (it being understood, as amended however, that the shares of Preferred Stock are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and (ii) the “Act”shares of Preferred Stock must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Executive obtains an opinion of counsel (in the form and substance satisfactory to the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Executive’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section. The Executive further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or to file a “re-offer prospectus”)shares of Preferred Stock. (c) If he or she The Executive is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Executive acknowledges that he or she is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (d) The Executive will not be available unless (i) a public trading market then exists for the Common Stock sell, transfer or otherwise dispose of the Companyshares of Preferred Stock in violation of this Agreement, Securities Act (iior the rules and regulations promulgated thereunder) adequate or under any other applicable securities laws. The Executive agrees that he will not dispose of the Preferred Stock unless and until he has complied with all requirements of this Agreement applicable to the disposition of the shares of Preferred Stock. (e) The Executive has been furnished with, and has had access to, such information concerning as he considers necessary or appropriate for deciding whether to invest in the shares of Preferred Stock, and the Executive has had an opportunity to ask questions and receive answers from the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale the issuance of the Shares may be made only Preferred Stock. (f) The Executive is aware that his investment in the Company is a speculative investment that has limited amounts liquidity and is subject to the risk of complete loss. The Executive is able, without impairing his financial condition, to hold the shares for an indefinite period and to suffer a complete loss of his investment in accordance with such terms and conditionsthe Preferred Stock.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be Seller is an “affiliateaccredited investor” as defined in Rule 501(a) under the Securities Act. Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares. (b) The Seller is acquiring the Shares for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller understands that the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company or an exemption from registration is relying in part on his or her representations set forth in this sectionthen available. (bf) If he or she is deemed an affiliate within A legend substantially in the meaning of Rule 144 of following form will be placed on the Actcertificate(s) representing the Shares: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.” The Seller understands the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or are subject to a “re-offer prospectus”) with regard to such Shares statutory holding period of four months and the Company is one day under no obligation to register Canadian securities laws and certificates representing the Shares (or to file shall bear a legend substantially in the following form: “re-offer prospectusUNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE]” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He Seller is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Seller has not been organized, reorganized or she recapitalized specifically for the purpose of acquiring the Shares. (b) The Seller is acquiring the Shares for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller understands that the Shares have not been advised that he or she may be an “affiliate” registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company or an exemption from registration is relying in part on his or her representations set forth in this sectionthen available. (bf) If he or she is deemed an affiliate within A legend substantially in the meaning of Rule 144 of following form will be placed on the Actcertificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions."

Securities Representations. The grant Prior to registration of the Restricted Stock Units and issuance of Shares upon vesting offering of the Restricted Common Stock Units subject to the Option pursuant to the Securities Act and all other applicable securities laws, upon each exercise thereof, the Participant shall be subject todeemed to make the representations, warranties and covenants set forth below, and in compliance with, all applicable requirements any issuances of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Common Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company shall be made in reliance upon the following express representations and warranties of the Participant. The Company may also condition any such exercise on the Participant acknowledgesmaking any other representations, represents warranties and warrants that:covenants, requested by the Company for compliance with applicable laws. The Company is relying on the Participant’s representations, warranties and covenants set forth in this Section 10. (a) He The Participant is acquiring and will hold the Units for investment for her account only and not with a view to, or she has been advised that he or she may be an for resale in connection with, any “affiliatedistribution” thereof within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this sectionother applicable securities laws. (b) If he or she is deemed an affiliate within the meaning of Rule 144 The Participant has been advised that offerings of the ActUnits or shares of Common Stock have not been registered under the Securities Act or other applicable securities laws, and that the Shares Units must be held indefinitely indefinitely, unless an exemption from any the resales thereof are subsequently registered under the applicable resale restrictions is available securities laws or the Participant obtains an opinion of counsel (in the form and substance satisfactory to the Company files an additional and its counsel) that registration statement (or a “re-offer prospectus”) with regard to such Shares and the is not required. The Company is under no obligation to register offerings of the Shares (Units or to file a “re-offer prospectus”)shares of Common Stock. (c) If he The Participant is an “Accredited Investor” as such term is defined under Rule 501(a) of Regulation D promulgated under the Securities Act. The Participant has such knowledge and experience in financial and business matters that the Participant is capable of evaluating the merits and risks of investment in the Company and of making an informed investment decision. The Participant, or she the Participant’s professional advisor, has the capacity to protect the Participant’s concerns in connection with the investment in the shares of Common Stock, and the Participant is deemed able to bear the economic risk, including the complete loss, of an affiliate within investment in the meaning shares of Rule 144 Common Stock. (d) The Participant will not sell, transfer or otherwise dispose of the Act, he Units or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the shares of Common Stock in violation of the CompanyPlan, this Agreement, the Securities Act (iior the rules and regulations promulgated thereunder) adequate or any other applicable laws. (e) The Participant has been furnished with, and has had access to, such information concerning as she considers necessary or appropriate for deciding whether to exercise the Option, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions hereof. (f) The Participant is aware that any investment in the Company is then available a speculative investment that has limited liquidity and is subject to the publicrisk of complete loss. The Participant is able, without impairing her financial condition, to hold the Units for an indefinite period and (iii) other terms and conditions to suffer a complete loss of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditionsher investment.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He Except as set forth on Schedule 2.29 of the Disclosure Schedule, each Shareholder is an "accredited investor" as defined in Rule 501(a) under the Securities Act. (b) Each Shareholder is acquiring the Shares for its own account for investment only, and not with a view to, or she for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. (c) Each Shareholder has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) Each Shareholder has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) Each Shareholder understands that the Shares have not been advised that he or she may be an “affiliate” registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company or an exemption from registration is relying in part on his or her representations set forth in this sectionthen available. (bf) If he or she is deemed an affiliate within A legend substantially in the meaning of Rule 144 of following form will be placed on the Actcertificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions."

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) He or she The Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this sectionSection 10. (b) If he or she the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares shares of Common Stock and the Company is under no obligation to register the Shares such shares of Common Stock (or to file a “re-offer prospectus”). (c) If he or she the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, he or she the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (iA) a public trading market then exists for the Common Stock of the Company, (iiB) adequate information concerning the Company is then available to the public, and (iiiC) other terms and conditions of Rule 144 or any exemption therefrom are complied with; , and that (ii) any sale of the Shares shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with such the terms and conditionsconditions of Rule 144 or any exemption therefrom. (d) The Participant represents that the Participant is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act). The Participant understands, acknowledges and agrees that: (i) this Award and any Common Stock related thereto is being offered in a transaction not involving any public offering within the meaning of the Securities Act; (ii) the Award and any Common Stock related thereto have not been registered under the Securities Act; (iii) the Award and any Common Stock related thereto, even when vested, may not be resold, transferred, pledged or otherwise disposed of by the Participant absent an effective registration statement under the Securities Act, except pursuant to Rule 144 under the Securities Act (provided that all of the applicable conditions thereof have been met), and any certificates or book-entry records representing the Award or any Common Stock related thereto shall contain a legend to such effect; and (iv) there are substantial risks incident to the ownership of the Award and any Common Stock related thereto. The Participant further asserts and represents that the Participant has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Award and any Common Stock related thereto, and that the Participant has sought such accounting, legal and tax advice as the Participant has considered necessary to make an informed decision to accept the Award and any Common Stock related thereto as part of the Participant’s compensation.

Securities Representations. The grant (i) Buyer understands that the Warrant and any shares of Common Stock issuable upon exercise of the Restricted Stock Units and issuance of Shares upon vesting of Warrant (collectively, the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may "Securities") will be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 Seller without registration under the Securities Act of 1933, as amended ("Act"), and without qualification and/or registration under applicable state securities laws pursuant to specific exemptions from registration and/or qualification contained in the “Act”) Act and in this connection applicable state securities laws. Buyer understands that the Company is relying in part on his or her representations set forth in this sectionforegoing exemptions depend upon, among other things, the bona fide nature of its investment intent as expressed herein. (bii) If he Buyer agrees that none of the Securities, nor any interest in the Securities, will be sold, transferred or she otherwise disposed of by it without registration and/or qualification under the Act or applicable state securities laws unless Buyer first demonstrates to the reasonable satisfaction of Centergistic that specific exemptions from such registration and qualification requirements are available with respect to such resale or disposition or provides Centergistic an opinion of counsel reasonably satisfactory to Centergistic that a contemplated transfer may be made without violation of the Act or applicable state securities laws. (iii) Buyer is deemed acquiring the Securities for investment purposes only, for Buyer's own account, and not as nominee or agent for any other person, and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Act. (iv) Buyer has received all the information it considers necessary or appropriate to evaluate the risks and merits of an affiliate investment in Centergistic, and has had an opportunity to discuss Centergistic's business, management, financial affairs and prospects with Centergistic's management. (v) Buyer is an "accredited investor" within the meaning of Rule 144 501 of Regulation D promulgated under the Act. (vi) Buyer is able to bear the economic risks related to a purchase of the ActSecurities. Buyer either has a pre-existing personal or business relationship with Centergistic or any of its officers, directors or controlling persons, or by reason of Buyer's business or financial experience or the Shares must business or financial experience of its professional advisor who is unaffiliated with and who is not compensated by Centergistic or any affiliated or selling agent of Centergistic, directly or indirectly, has the capacity to protect its own interests in connection with the subject transactions. (vii) Buyer acknowledges that the Securities to be held indefinitely issued to it will contain a legend which prohibits an offer to transfer or a transfer of all or any portion of the Securities unless the Securities are registered under the Act or unless an exemption from any applicable resale restrictions registration is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard respect to such Shares and the Company is under no obligation to register the Shares (resale or to file a “re-offer prospectus”)disposition. (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition In addition to the settlement of the Restricted Stock Unitsother representations made in Sections 3 and 4 hereof, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued Buyer and Seller herby represent and warrant to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants thatother as follows: (a) He Each acknowledges that the Interest, the Warrant and the shares issuable upon exercise of the Warrant (the "Warrant Shares"), as applicable, are and will be acquired solely by and for the receiving party for investment and not as a nominee or she agent for the benefit of any other person or entity, and each has been advised that he no current intention of distributing, reselling or she may be an “affiliate” within assigning any of the meaning Interest or Warrant, as applicable, other than in accordance with the provisions of Rule 144 under the Securities Act of 1933, as amended ("1933 Act"), and the “Act”) rules and in this connection regulations adopted by the Company is relying in part on his or her representations set forth in this sectionSEC under the 1933 Act and any other applicable laws. (b) If he or she is deemed an affiliate within the meaning of Rule 144 Each understands that none of the ActInterest, the Shares Warrant or the Warrant Shares, as applicable, has been registered under the 1933 Act and that neither RI nor RadNet, Inc. is under obligation to register or assist Buyer or Seller, as applicable, in registering the Interest, the Warrant or the Warrant Shares, as applicable. Buyer and Seller each further understands and agrees that the Interest, the Warrant and the Warrant Shares, as applicable, must be held indefinitely unless an subsequently registered under the 1933 Act or any exemption from registration under the 1933 Act covering any applicable resale restrictions is available sale of the Interest, the Warrant or the Company files an additional registration statement (Warrant Shares, as applicable, is available. Each understands that legends reflecting these restrictions on transferability will be set forth on any certificates evidencing the Interest, the Warrant or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)Warrant Shares, as applicable. (c) If he or she Each is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands aware that the exemption from registration under Rule 144 will not be available unless (i) its investment in the Interest, the Warrant and the Warrant Shares, as applicable, involves a public trading market then exists for the Common Stock possible degree of the Companyrisk, lack of liquidity and substantial restriction on transferability and (ii) adequate information concerning no federal or state agency has made any finding or determination as to the Company is then fairness for investment in, or any recommendation or endorsement of the Interest, the Warrant or the Warrant Shares, as applicable. (d) Each has sufficient financial resources available to support the publicloss of all or a portion of the investment in the Interest, the Warrant or the Warrant Shares, as applicable, has no need for liquidity with respect to its investment in the Interest, the Warrant or the Warrant Shares, as applicable, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale is able to bear the economic risk of the Shares may be made only investment. (e) Buyer and Seller are each sophisticated and experienced in limited amounts financial, business and investment matters, are in accordance with such terms the same business as RI and conditionsas a result of financial information received from RI and RadNet, Inc. are aware of RI's or RadNet, Inc.'s financial condition and business affairs and, based thereon, each is in a position to evaluate the merits and risks of an investment in the Interest , the Warrant or the Warrant Shares, as applicable.

Securities Representations. The grant Investor will acquire the Securities for purposes of the Restricted Stock Units investment for its own account and issuance of Shares upon vesting of the Restricted Stock Units shall be subject not with a view to, and or for resale in compliance connection with, all applicable requirements of federalthe distribution thereof, state or foreign securities law. No Shares may be issued hereunder if as those terms are used in the issuance of such Shares would constitute a violation of any applicable federalSecurities Act, state or foreign securities laws or other law or and the rules and regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulationpromulgated thereunder. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she Investor has been advised and acknowledges that he it will not be able to dispose of the Securities, or she may be an “affiliate” within any interest therein, without first complying with the meaning relevant provisions of this Agreement, the Securities Act and any applicable state securities laws. The Investor also understands that the provisions of Rule 144 promulgated under the Securities Act Act, permitting routine sales of 1933securities of certain issuers subject to the terms and conditions thereof, are not currently available to it with respect to the Securities. The Investor acknowledges that, except as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the ActAgreement, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (Securities or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within take any action to assist the meaning of Rule 144 of Investor in complying with the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 any exemption that might be available under the Securities Act or any exemption therefrom are complied withstate securities laws with respect to sales of the Securities by the Investor in the future. (i) The Investor believes that, as of the date of this Agreement, it has received all of the information it considers necessary or appropriate for deciding whether to purchase the Securities. The Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities pursuant to this Agreement and the business, properties, prospects and financial condition of the Company. (ii) The Investor represents that: (A) the Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Investor's prospective investments in the Securities; (B) the Investor has the ability to bear the economic risk of its prospective investments; and (C) the Investor is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer complete loss on its investments. (iii) The Investor is an "accredited investor," as that any sale term is defined in Rule 501 promulgated under the Securities Act. (iv) The Investor either is (A) not an "Investment Company," as that term is defined in the Investment Company Act or (B) excluded from the definition of an Investment Company under Section 3(c)(1) of the Shares may Investment Company Act. (v) The Investor acknowledges that the representations, agreements and acknowledgments set forth above are being given by the Investor with the understanding that they will be made only relied upon by the Company and its board of directors to claim the availability of the exemption from the registration provisions of the Securities Act contained in limited amounts in accordance with such terms and conditionsSection 4(2) thereof or Regulation D promulgated thereunder.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, Purchaser hereby represents and warrants that: (a) He or she has been advised Purchaser acknowledges and agrees that he or she may be an the Shares are characterized as “affiliaterestricted securities” within the meaning of under applicable U.S. federal and state securities laws, including Rule 144 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) ), and in this connection that pursuant to these laws, Purchaser must hold the Shares indefinitely unless subsequently registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Neither the Company nor any other person is relying in part on his under any obligation to register the Shares under the Securities Act or her representations set forth in this sectionotherwise. (b) If he Purchaser understands that no United States federal or she is deemed an affiliate within the meaning of Rule 144 state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Act, Shares. It is further understood that any stock certificates to be issued pursuant to the terms of this Agreement may bear one or more legends restricting the transfer of the Shares must be held indefinitely unless an exemption from any or as otherwise required by applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)Law. (c) If he Purchaser is acquiring the Shares for Purchaser’s own account for investment only and not with a view towards the public sale or she is deemed an affiliate within distribution thereof and not with a view to or for sale in connection with any distribution thereof. (d) Except as set forth in this Agreement, no representations or warranties have been made to Purchaser by the meaning of Rule 144 Company or Owner or any Affiliate thereof. Purchaser has been solely responsible for Purchaser’s own due diligence investigation of the ActCompany and Purchaser’s analysis of the merits and risks of the investment made pursuant to this Agreement, he and is not relying on anyone else’s analysis or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock investigation of the Company, (ii) adequate information concerning its business or the merits and risks of the Shares. Purchaser has obtained, to the extent Purchaser deems necessary, Purchaser’s own professional advice with respect to the risks inherent in the investment in the Shares, the condition of the Company is then available to and the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale suitability of the investment in the Shares may be made only in limited amounts in accordance with such terms light of the Company’s financial condition and conditionsinvestment needs.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration of the Restricted Common Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if pursuant to the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws Securities Act or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Unitsapplicable securities laws, the Company may require Participant shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He The Participant is acquiring and will hold the Common Stock to be issued hereunder for investment for the Participant’s account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Participant has been advised that he or she may the Common Stock to be an “affiliate” within the meaning of Rule 144 issued hereunder has not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933such Common Stock is to be effected (it being understood, as amended however, that such Common Stock is being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and that such Common Stock must be held indefinitely, unless it is subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel (in the “Act”form and substance satisfactory to the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Participant’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section 8. The Participant further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or Common Stock to file a “re-offer prospectus”)be issued hereunder. (c) If he or she The Participant is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the United States Securities and Exchange Commission under the Securities Act, he or she which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Participant acknowledges that the Participant is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (d) The Participant will not be available unless transfer the shares of Common Stock deliverable upon exercise of the Option in violation of the Plan, this Agreement, the Securities Act (ior the rules and regulations promulgated thereunder) a public trading market then exists for or under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the Common Stock to be issued hereunder unless and until the Participant has complied with all requirements of the CompanyPlan and this Agreement applicable to the disposition of such Common Stock. (e) The Participant has been furnished with, (ii) adequate and has had access to, such information concerning as the Participant considers necessary or appropriate for deciding whether to invest in the Common Stock to be issued hereunder, and the Participant has had an opportunity to ask questions and receive answers from the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Common Stock. (f) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Common Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Participant’s investment in limited amounts in accordance with such terms and conditionsCommon Stock.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration of the Restricted Common Stock Units subject to the Option pursuant to the Securities Act or other applicable securities laws, the Participant shall be subject to, deemed to acknowledge and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares make the representations and warranties as described below and as otherwise may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company shall he made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:. (a) He The Participant is acquiring and will hold the shares of Common Stock for investment for his account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Participant has been advised that he or she may be an “affiliate” within the meaning shares of Rule 144 Common Stock have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933the shares of Common Stock, as amended is to be effected (it being understood, however, that the “shares of Common Stock are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act”), and that the shares of Common Stock must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel (in the form and substance satisfactory to the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Participant’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section. The Participant further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or to file a “re-offer prospectus”)shares of Common Stock. (c) If he or she The Participant is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the Securities and Exchange Commission under the Securities Act, which permits limited public resale of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Participant acknowledges that he or she is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (d) The Participant will not be available unless sell, transfer or otherwise dispose of the shares of Common Stock in violation of the Plan, this Agreement, Securities Act (ior the rules and regulations promulgated thereunder) a public trading market then exists for or under any other applicable securities laws. The Participant agrees that he will not dispose of the Common Stock unless and until he has complied with all requirements of this Agreement applicable to the disposition of the Companyshares of Common Stock. (e) The Participant has been furnished with, (ii) adequate and has had access to, such information concerning as he considers necessary or appropriate for deciding whether to invest in the shares of Common Stock, and the Participant has had an opportunity to ask questions and receive answers from the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale the issuance of the Common Stock. (f) The Participant is aware that his investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his financial condition, to hold the Shares may be made only for an indefinite period and to suffer a complete loss of his investment in limited amounts in accordance with such terms and conditionsthe Common Stock.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He Holders represent and warrant that they are acquiring the Lock-Up Warrants solely for investment, solely for their own account and not with a view to or she has been advised for the resale or distribution thereof except as permitted under the New Registration Statement. (b) Holders understand that he they may sell or she may be an “affiliate” within otherwise transfer the meaning of Rule 144 Lock-Up Warrants or the Lock-Up Warrant Shares only if such transaction is duly registered under the Securities Act of 1933, as amended (the “"1933 Act”"), under the New Registration Statement or otherwise, or if Holder shall have received the favorable opinion of counsel to the Holder, which opinion shall be reasonably satisfactory to counsel to the Company, to the effect that such sale or other transfer may be made in the absence of registration under the 1933 Act and registration or qualification in every applicable state. Subject to the provisions of paragraph 3(e) above, the certificates representing the aforesaid securities will be legended to reflect these restrictions, and in this connection stop transfer instructions will apply. Holder realizes that the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within Lock-Up Warrants and, prior to the meaning of Rule 144 effectiveness of the ActNew Registration Statement, the Lock-Up Warrant Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)are not liquid investments. (c) If he or she is deemed an affiliate within Holders have had the meaning opportunity to discuss the Company's affairs with the Company's officers and to review the Company's filings with the Securities and Exchange Commission (the "Commission"), including the currently effective registration statement on Form S-3 (the "Prior Registration Statement") and the Commission's accounting comments relating to the Prior Registration Statement. (d) Holders have not relied upon the advice of Rule 144 "Purchaser Representatives" (as defined in Regulation D of the 1▇▇▇ ▇▇▇) in evaluating the risks and merits of this investment. Holders have the knowledge and experience to evaluate the Company and the risks and merits relating thereto. (e) Holders represent and warrant that they are "accredited investors" as such term is defined in Rule 501 of Regulation D promulgated pursuant to the 1933 Act, he or she . Holders acknowledge that Holders are able to bear the economic risk of losing Holder's entire investment in the Warrant Shares and the Lock-Up Warrant Shares and understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning an investment in the Company is then available involves substantial risks; Holders have the power and authority to enter into this agreement, and the execution and delivery of, and performance under, this agreement shall not conflict with any rule, regulation, judgment or agreement applicable to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied withHolders; and that any sale of the Shares may be made only Holders have invested in limited amounts in accordance with such terms and conditionsprevious transactions involving restricted securities.

Securities Representations. The grant of the Award and the issuance of shares of Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units pursuant hereto shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares shares of Restricted Stock may be issued hereunder if the issuance of such Shares shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares such shares may then be listed. As a condition to the settlement grant of the Restricted Stock UnitsAward, the Company may require the Participant you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares shares of Restricted Stock are being issued to the Participant you and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participantwarranties. The Participant acknowledgesBy accepting this Award, represents you acknowledge, represent and warrants warrant that: (a) He or she has You have been advised that he or she you may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her your representations set forth in this section. (b) If he or she is you are deemed to be an affiliate within the meaning of Rule 144 of the Act, the Shares shares of Common Stock issued to you must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares shares of Common Stock and the Company is under no obligation to register the Shares shares (or to file a “re-offer prospectus”). (c) If he or she is you are deemed to be an affiliate within the meaning of Rule 144 of the Act, he or she understands you understand that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the CompanyStock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale sales of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition In addition to the settlement of the Restricted Stock Unitsother representations made in Section 3 hereof, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, Buyer hereby represents and warrants thatto Seller as follows: (a) He Buyer acknowledges that the Securities are and will be acquired solely by and for the Buyer for investment and not as a nominee or she agent for the benefit of any other person or entity, and Buyer has been advised that he no current intention of distributing, reselling or she may be an “affiliate” within assigning any of the meaning Securities, other than in accordance with the provisions of Rule 144 under the Securities Act of 1933, as amended (the “"1933 Act”) "), and in this connection the Company is relying in part on his or her representations set forth in this sectionrules and regulations adopted by the SEC under the 1933 Act and any other applicable laws. (b) If he or she is deemed an affiliate within the meaning of Rule 144 Buyer understands that none of the Act, Securities have been registered under the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares 1933 Act and the Company that DIS is under no obligation to register or assist Buyer in registering any of the Securities. Buyer further understands and agrees that the Securities must be held indefinitely unless subsequently registered under the 1933 Act or an exemption from registration under the 1933 Act covering any sale or any of the Securities is available. Buyer understands that legends reflecting these restrictions on transferability will be set forth on any certificates evidencing the Shares (or to file any shares of DIS Common Stock issued as a “re-offer prospectus”)result of the exercise of any Warrant. (c) If he or she Buyer is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands aware that the exemption from registration under Rule 144 will not be available unless (i) its investment in the Securities involves a public trading market then exists for the Common Stock possible degree of the Companyrisk, lack of liquidity and substantial restriction on transferability and (ii) adequate information concerning no federal or state agency has made any finding or determination as to the Company is then fairness for investment in, or any recommendation or endorsement of, any of the Securities. (d) Buyer has sufficient financial resources available to support the publicloss of all or a position of Buyer's investment in the Securities, has no need for liquidity with respect to its investment in the Securities and is able to bear the economic risk of the investment. (e) Buyer is sophisticated and experienced in financial, business and investment matters, is in the same business as DIS and is aware of DIS' financial condition and business affairs and, as a result, Buyer is in a position to evaluate the merits and risks of an investment in the Securities. (f) Buyer has relied solely upon the advice of its management personnel and advisors and independent investigators made by Buyer in deciding to invest in the Securities, and (iii) no oral or other terms and conditions of Rule 144 representations other than those explicitly set forth in this Agreement have been made to Buyer regarding DIS or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditionsSecurities.

Securities Representations. (a) The grant shares of common stock of Acquisition are being acquired for the account of the Restricted Stock Units Shareholders and issuance of Shares upon vesting not with a view to sale in connection with any distribution of the Restricted Stock Units shall be subject Acquisition common stock; (b) Each of the Shareholders is acquiring the Acquisition common stock hereunder without having received any form of general solicitation or general advertising; (c) Each of the Shareholders or his representative, if any, have been provided with, or given reasonable access to, full and fair disclosure of all material information concerning Acquisition; (d) Each of the Shareholders has a preexisting personal or business relationship with Acquisition or certain of its officers, directors or controlling persons, or by reason of its business or financial experience, each of the Shareholders could reasonably be assumed to have the capacity to represent his own interests in compliance with, all applicable requirements connection with this Agreement; (e) Each of federal, state or foreign securities law. No Shares may the Shareholders understands and hereby acknowledges that the Acquisition common stock will be issued hereunder if pursuant only to those restrictions imposed by and exemptions available pursuant to applicable federal and state laws and that the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then certificates to be listed. As a condition to the settlement issued in respect of the Restricted Stock UnitsAcquisition common stock may bear a legend in a form satisfactory to counsel for Acquisition; in part, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in Acquisition's reliance upon such exemptions is based on the following express representations and warranties made by Shareholders in this Section 6.3; (f) Each of the Participant. The Participant acknowledges, represents and warrants that: (aShareholders agrees that the certificates to be issued in respect of the Acquisition common stock may bear a legend in a form satisfactory to counsel for Acquisition reflecting the status of the Acquisition common stock as restricted securities under Rule 144(a)(3) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (and acknowledges that the “Act”) and in this connection transfer agent or registrar for Acquisition may be instructed to restrict the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 transfer of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts Acquisition common stock in accordance with such legend and any other restrictions provided in this Agreement; (g) Each of the Shareholders hereby agrees that he will not sell, transfer, hypothecate, pledge, assign or otherwise dispose of any of the Acquisition common stock, except pursuant to the terms of this Agreement and conditionsto a registration statement filed under the provisions of the Securities Act, a favorable no-action or interpretive letter received from the Commission or an opinion of counsel satisfactory to Acquisition that such sale, transfer, hypothecation, pledge, assignment or other disposition will not violate the registration requirements of the Securities Act, pursuant to an opinion of counsel satisfactory to Acquisition that such sale, transfer, hypothecation, pledge, assignment or other disposition will not violate the registration requirements of the Securities Act and does not in any way violate the terms of this Agreement; and (h) Each of the Shareholders hereby acknowledges that: (i) the shares of Acquisition common stock referred to herein are being acquired after adequate investigation of the business plan and prospects of Acquisition; (ii) that none of the Shareholders is relying upon the accuracy of any predictions as to the future prospects or developments of Acquisition or its business and is well informed as to the business of Acquisition and has reviewed its operations and financial statements; (iii) each of the Shareholders or his professional advisors have discussed the financial condition and business operations of Acquisition with the officers, directors and principal stockholders of Acquisition and has been afforded the opportunity to ask questions with respect thereto; and (iv) each of the Shareholders specifically acknowledges that the shares of Acquisition common stock are speculative and involve a very high degree of risk and that there can be no assurance that Acquisition will achieve its business objectives or, in particular, that it will ever have cash available for distribution to its stockholders.

Securities Representations. The grant (1) Except for any distribution of the Restricted Stock Units Shares to its members and issuance of any Member's sale pursuant to registration under Section 18, the Seller will hold the Shares upon vesting of the Restricted Stock Units shall be subject for its own account for investment purposes only, and not with a view to, and or for resale in connection with, any distribution of all or any part thereof, except in compliance with, all with applicable requirements of federal, federal or state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which laws. (2) Seller understands that (A) the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a1) He or she has have not been advised that he or she may be an “affiliate” within the meaning of Rule 144 registered under the Securities Act or any state securities laws, (2) will be issued in reliance upon exemptions from registration under the Securities Act and applicable state securities laws for an offer and sale of 1933securities not involving a public offering, as amended and(3) may not be sold, transferred or otherwise disposed of without satisfaction of certain conditions, including registration under, or the availability of any exemption from registration under the Securities Act and applicable state securities laws, and (B) Seller must therefore bear the “Act”) economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and in this connection applicable state securities laws or is exempt therefrom. Seller further understands that such exemptions depend upon, among other things, the Company is relying in part on his or her representations set forth in this sectionnature of the investment intent of Seller expressed herein. (b3) If he Seller has been furnished by Buyer and Energen all information (or she is deemed an affiliate within provided access to all information) regarding the meaning business and financial condition of Rule 144 Energen, the attributes of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register merits and risks of an investment in the Shares which Seller has requested to evaluate an investment in the Shares. Specifically, Seller acknowledges that Seller has had an opportunity to review Energen's Annual Report on Form 10-K for the year ended September 30, 2001 and Quarterly Report on Form 10-Q for the quarter ended December 31, 2001 and the other SEC Documents (or to file a “re-offer prospectus”as defined in Section 5(i)). (c4) If he or she Seller is deemed an affiliate within the meaning "accredited investor" as defined in Rule 501 of Rule 144 of Regulation D promulgated under the Act, he and Seller, or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock those persons retained by Seller, have knowledge, skill and experience in financial, business and investment matters relating to an investment of the Companysame nature as the Shares and are capable of evaluating the merits and risks of such investment and protecting Seller in connection with the purchase and an investment in the Shares. Seller has, to the extent deemed necessary, retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of an investment in the Shares. Seller has examined the SEC Documents, or caused the same to be examined, by its representatives to the extent it deems necessary or appropriate. Seller has not received any legal, business, tax or other advice from Energen, its counsel or other representatives. (ii5) adequate No person or entity, other than Energen, has been authorized to give any information or to make any representations on behalf of Energen in connection with the purchase, and if given or made, such information or representations have not been relied upon by Seller as having been made or authorized by Energen. The only representations, warranties and information made by Energen in connection with the purchase are those contained in this Agreement and the SEC Documents. (6) Energen has provided Seller the opportunity to ask questions of, and receive answers from, Energen and Buyer and their respective officers and directors concerning the Company is then available purchase and the Shares and to obtain any appropriate additional information necessary to the public, investment decision being made by Seller in connection with the Purchase and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditionsShares.

Securities Representations. The grant Investor will acquire the -------------------------- Securities for purposes of the Restricted Stock Units investment for its own account and issuance of Shares upon vesting of the Restricted Stock Units shall be subject not with a view to, and or for resale in compliance connection with, all applicable requirements of federalthe distribution thereof, state or foreign securities law. No Shares may be issued hereunder if as those terms are used in the issuance of such Shares would constitute a violation of any applicable federalSecurities Act, state or foreign securities laws or other law or and the rules and regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulationpromulgated thereunder. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she Investor has been advised and acknowledges that he it will not be able to dispose of the Securities, or she may be an “affiliate” within any interest therein, without first complying with the meaning relevant provisions of this Agreement, the Securities Act and any applicable state securities laws. The Investor also understands that the provisions of Rule 144 promulgated under the Securities Act Act, permitting routine sales of 1933securities of certain issuers subject to the terms and conditions thereof, are not currently available to it with respect to the Securities. The Investor acknowledges that, except as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the ActAgreement, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (Securities or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within take any action to assist the meaning of Rule 144 of Investor in complying with the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 any exemption that might be [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. available under the Securities Act or any exemption therefrom are complied withstate securities laws with respect to sales of the Securities by the Investor in the future. (i) The Investor believes that, as of the date of this Agreement, it has received all of the information it considers necessary or appropriate for deciding whether to purchase the Securities. The Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities pursuant to this Agreement and the business, properties, prospects and financial condition of the Company. (ii) The Investor represents that: (A) the Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Investor's prospective investments in the Securities; (B) the Investor has the ability to bear the economic risk of its prospective investments; and (C) the Investor is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer complete loss on its investments. (iii) The Investor is an "accredited investor," as that any sale term is defined in Rule 501 promulgated under the Securities Act. (iv) The Investor either is (A) not an "Investment Company," as that term is defined in the Investment Company Act or (B) excluded from the definition of an Investment Company under Section 3(c)(1) of the Shares may Investment Company Act. (v) The Investor acknowledges that the representations, agreements and acknowledgments set forth above are being given by the Investor with the understanding that they will be made only relied upon by the Company and its board of directors to claim the availability of the exemption from the registration provisions of the Securities Act contained in limited amounts in accordance with such terms and conditionsSection 4(2) thereof or Regulation D promulgated thereunder.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration pursuant to the Securities Act of the Restricted Common Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock UnitsOption, the Company may require Participant will be deemed to acknowledge and make the Participant to satisfy following representations and warranties and any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made issuances of Common Stock by the Company shall be made in reliance upon the following express representations and warranties of the Participant: (1) This vesting schedule is optional and reflects a suggested schedule only. It may be revised as appropriate. (2) The Participant acknowledges, represents and warrants that:Committee has the discretion to vary the Plan's default provisions concerning post-termination exercise periods. (a) He shares of the Common Stock are being acquired for the Participant's own account and not with a view to, or she for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any of such shares of Common Stock; (b) the Participant has been advised that he or she may be an “affiliate” within the meaning shares of Rule 144 Common Stock have not been registered under the Securities Act on the ground that no distribution or public offering of 1933the shares of Common Stock is to be effected (it being understood, as amended (however, that the “shares of Common Stock are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act”) ), and in this connection the Company is relying in part on his or her the Participant's representations set forth in this section.Section; (bc) If he in the event that the Participant is permitted to Transfer or she is deemed otherwise dispose of the shares of Common Stock, the Participant may only do so pursuant to a registration statement under the Securities Act and qualification under applicable state securities laws or pursuant to an affiliate within opinion of counsel satisfactory to the meaning Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Securities Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the shares of Common Stock, and such certificates shall bear any required legends, until such time as the shares of Common Stock evidenced by such certificates shall have been registered under the Securities Act or shall have been Transferred in accordance with an opinion of counsel for the Company that such registration is not required; (d) the Transfer of the shares of Common Stock have not been registered under the Securities Act, and the Shares shares of Common Stock must be held indefinitely unless subsequently registered under the Securities Act or an exemption from any applicable resale restrictions such registration is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).shares of Common Stock; and (ce) If he or she is deemed an affiliate the Participant understands that the shares of Common Stock acquired upon exercise of the Option are restricted securities within the meaning of Rule 144 of promulgated under the Securities Act, he or she understands ; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the CompanyStock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, 6.1 Seller represents and warrants to Kensington that: (a) He Seller will acquire the Shares for Seller’s own account for investment and not with a view to, or she has been advised that he or she may be an “affiliate” for resale in connection with, a distribution of the Shares within the meaning of Rule 144 the Securities Act. In that regard, Seller understands that (i) the Shares have not been registered under the Securities Act of 1933, as amended or under any state securities laws and are therefore “restricted securities”; and (ii) the “Act”) and in this connection Shares may not be Transferred unless they are registered under the Company Securities Act or an exemption from such registration is relying in part on his or her representations set forth in this sectionavailable. (b) If he or she is deemed Seller understands that an affiliate within the meaning of Rule 144 of the Act, investment in the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)involves risk. (c) If he Seller has such knowledge and experience in financial and business matters that Seller is capable of evaluating the merits and risks of an investment in the Shares and in protecting Seller’s own interests in connection with this transaction; and Seller has had the opportunity to investigate the business and affairs of the Buyer Parties and to ask questions of the Buyer Parties’ officers, either directly or she through Seller’s authorized representatives; and (d) Seller is deemed an affiliate “accredited investor” as defined in Regulation D under the Securities Act. 6.2 The Equity Holder represents and warrants to Kensington, in connection with its receipt of any Shares as a distribution from Seller, that: (a) The Equity Holder will acquire the Shares for such Equity Holder’s own account for investment and not with a view to, or for resale in connection with, a distribution of the Shares within the meaning of Rule 144 of the Securities Act. In that regard, he or she such Equity Holder understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of Shares have not been registered under the Company, Securities Act or under any state securities laws and are therefore “restricted securities”; and (ii) adequate information concerning the Company Shares may not be Transferred unless they are registered under the Securities Act or an exemption from such registration is then available to available; (b) Such Equity Holder understands that an investment in the public, Shares involves risk; (c) Such Equity Holder has such knowledge and (iii) other terms experience in financial and conditions business matters that the Equity Holder is capable of Rule 144 or any exemption therefrom are complied withevaluating the merits and risks of an investment in the Shares and in protecting such Equity Holder’s own interests in connection with this transaction; and such Equity Holder’s has had the opportunity to investigate the business and affairs of the Buyer Parties and to ask questions of the Buyer Parties’ officers, either directly or through Seller’s authorized representatives; and (d) Such Equity Holder is an “accredited investor” as defined in Regulation D under the Securities Act. 6.3 Seller and the Equity Holder understand and agree that each certificate evidencing the Shares will bear the following or a similar legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ‘ACT’) AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.” Seller agrees that Buyer may place stop orders on each certificate evidencing any sale of the Shares may be made only with its transfer agent, if any, to the same effect as the legend set forth in limited amounts in accordance with such terms this Section 6.3. 6.4 The Buyer Parties agree that Seller's distribution of any of the Closing Shares or the Earn-Out Shares to the Equity Holder shall not constitute a violation of any of Seller's representations and conditionswarranties.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration of the Restricted Common Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if pursuant to the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws Securities Act or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Unitsapplicable securities laws, the Company may require Participant shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He The Participant is acquiring and will hold the Common Stock to be issued hereunder for investment for the Participant’s account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Participant has been advised that he or she may the shares of Common Stock to be an “affiliate” within the meaning of Rule 144 issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933such Common Stock is to be effected (it being understood, as amended however, that such Common Stock is being issued and sold in reliance on an exemption from registration under the Securities Act), and that such Common Stock must be held indefinitely, unless it is subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel (in the “Act”form and substance satisfactory to the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Participant’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section 9. The Participant further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or Common Stock to file a “re-offer prospectus”)be issued hereunder. (c) If he or she The Participant is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the United States Securities and Exchange Commission under the Securities Act, he or she which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Participant acknowledges that the Participant is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 may not have been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (d) The Participant will not be available unless (i) a public trading market then exists for Transfer the Common Stock deliverable upon exercise of the CompanyOption in violation of the Plan, this Agreement, the Securities Act (iior the rules and regulations promulgated thereunder) adequate or under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the Common Stock to be issued hereunder unless and until the Participant has complied with all requirements of the Plan and this Agreement applicable to the disposition of such Common Stock. (e) The Participant has been furnished with, and has had access to, such information concerning as the Participant considers necessary or appropriate for deciding whether to invest in the Common Stock to be issued hereunder, and the Participant has had an opportunity to ask questions and receive answers from the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Common Stock. (f) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Common Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Participant’s investment in limited amounts in accordance with such terms and conditionsCommon Stock.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Options prior to the registration of the Restricted Common Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if pursuant to the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws Securities Act or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Unitsapplicable securities laws, the Company may require Participant shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:; (a) He The Participant is acquiring and will hold the Common Stock to be issued hereunder for investment for the Participant’s account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The participant has been advised that he or she may the Common Stock to be an “affiliate” within the meaning of Rule 144 issued hereunder has not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933such Common Stock is to be effected (it being understood, as amended however, that such Common Stock is being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and that such Common Stock must be held indefinitely, unless it is subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel (in the “Act”form and substance satisfactory of the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Participant’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section 10. The Participant further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or Common Stock to file a “re-offer prospectus”)be issued hereunder. (c) If he or she The Participant is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the United States Securities and Exchange Commission under the Securities Act, he or she which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Participant acknowledges that the Participant is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (d) The Participant will not be available unless Transfer the shares of Common Stock deliverable upon exercise of the Options in violation of the Plan, this Agreement, the Securities Act (ior the rules and regulations promulgated thereunder) a public trading market then exists for or under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the Common Stock to be issued hereunder unless and until the Participant has complied with all requirements of the CompanyPlan and this Agreement applicable to the disposition of such Common Stock. (e) The Participant has been furnished with, (ii) adequate and has had access to, such information concerning as the Participant considers necessary or appropriate for deciding whether to invest in the Common Stock to be issued hereunder, and the Participant has had an opportunity to ask questions and receive answers from the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Common Stock. (f) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Common Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Participant’s investment in limited amounts in accordance with such terms and conditionsCommon Stock.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, (a) Subscriber represents and warrants that: (a) He that it is purchasing the Units solely for investment solely for its own account and not with a view to or she has been advised that he for the resale or she may be an “affiliate” within distribution thereof except as permitted under the meaning of Rule 144 Registration Statement or as otherwise permitted under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he Subscriber understands that it may sell or she is deemed an affiliate within otherwise transfer the meaning of Rule 144 Units, the Notes, PIK Notes or Warrants or the shares issuable on conversion of the Notes or PIK Notes or exercise of the Warrants only if such transaction is duly registered under the Securities Act, under the Shares must Registration Statement or otherwise, or if Subscriber shall have received the favorable opinion of counsel to Subscriber, which opinion shall be held indefinitely unless an exemption from any reasonably satisfactory to counsel to the Company, to the effect that such sale or other transfer may be made in the absence of registration under the Securities Act, and registration or qualification in every applicable resale restrictions is available or state. The certificates representing the Company files an additional registration statement (or aforesaid securities will be legended to reflect these restrictions, and stop transfer instructions will apply. Subscriber realizes that the Units are not a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)liquid investment. (c) If he or she is deemed an affiliate within Subscriber has not relied upon the meaning advice of Rule 144 a "Purchaser Representative" (as defined in Regulation D of the Securities Act) in evaluating the risks and merits of this investment. Subscriber has the knowledge and experience to evaluate the Company and the risks and merits relating thereto. (d) Subscriber represents and warrants that Subscriber is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act, he or she and shall be such on the date any Units are issued to Subscriber; Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the shares and understands that an investment in the exemption from registration Company involves substantial risks; Subscriber has the power and authority to enter into this agreement, and the execution and delivery of, and performance under Rule 144 will this agreement shall not be available unless (i) a public trading market then exists for conflict with any rule, regulation, judgment or agreement applicable to the Common Stock of Subscriber; and Subscriber has invested in previous transactions involving restricted securities. Subscriber has had the opportunity to discuss the Company, (ii) adequate information concerning 's affairs with the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditionsCompany's officers.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration of the Restricted Common Stock Units subject to the Option pursuant to the Securities Act or other applicable securities laws, the Participant shall be subject to, deemed to acknowledge and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares make the representations and warranties as described below and as otherwise may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:. (a) He The Participant is acquiring and will hold the shares of Common Stock for investment for his account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Participant has been advised that he or she may be an “affiliate” within the meaning shares of Rule 144 Common Stock have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933the shares of Common Stock is to be effected (it being understood, as amended however, that the shares of Common Stock are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and that the shares of Common Stock must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel (in the “Act”form and substance satisfactory to the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Participant’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section. The Participant further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or to file a “re-offer prospectus”)shares of Common Stock. (c) If he or she The Participant is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the Securities and Exchange Commission under the Securities Act, which permits limited public resale of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Participant acknowledges that he or she is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (d) The Participant will not be available unless sell, transfer or otherwise dispose of the shares of Common Stock in violation of the Plan, this Agreement, Securities Act (ior the rules and regulations promulgated thereunder) a public trading market then exists for or under any other applicable securities laws. The Participant agrees that he will not dispose of the Common Stock unless and until he has complied with all requirements of this Agreement applicable to the disposition of the Companyshares of Common Stock. (e) The Participant has been furnished with, (ii) adequate and has had access to, such information concerning as he considers necessary or appropriate for deciding whether to invest in the shares of Common Stock, and the Participant has had an opportunity to ask questions and receive answers from the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale the issuance of the Common Stock. (f) The Participant is aware that his investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his financial condition, to hold the Shares may be made only for an indefinite period and to suffer a complete loss of his investment in limited amounts in accordance with such terms and conditionsthe Common Stock.