Common use of Securities Representations Clause in Contracts

Securities Representations. The Shares are being issued to the Executive and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Executive. The Executive acknowledges, represents and warrants that: (a) he has been advised that he 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 representations set forth in this Section; (b) 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) he 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; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange Act.

Securities Representations. The grant of the Restricted Stock and issuance of Shares upon settlement of the Restricted Stock 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, 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 Executive Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ExecutiveParticipant. The Executive Participant acknowledges, represents and warrants that: (a) he the Participant has been advised that he 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 the Participant’s representations set forth in this Section; (b) the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a "“re-offer prospectus"”) with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a "“re-offer prospectus"”); (c) he understands that the exemption from registration under Rule 144 will not be available under current law 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, 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; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange 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 Executive Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ExecutiveParticipant. The Executive Participant acknowledges, represents and warrants that: (a) he 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;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"”);. 3/10 (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, 144 or any exemption therefrom are complied with with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange Act.

Securities Representations. The Company understands and acknowledges that the Shares are not being issued offered pursuant to the Executive a prospectus or similar document and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Executive. The Executive acknowledges, represents and warrants that: (a) he has have not been advised that he may be an "affiliate" within the meaning of Rule 144 registered under the United States Securities Act of 1933, as amended (the "Securities Act") ), the Israeli Securities Law - 1968, as amended, or of any other state or jurisdiction, and in this connection the Company acknowledges that the Shares are “restricted securities” and are not, and will not be, tradable unless they are subsequently registered under applicable securities laws or an exemption from such registration is relying available. The Company is purchasing the Shares for investment purposes, for its own account as principal and not with a view to or for distributing or reselling the Shares or any part thereof, and agrees that it will not divide its interest in part on his representations set forth the Shares with others, resell, or otherwise distribute the Shares in this Section; violation of federal or state securities laws. The Company does not 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 the Shares. The Company is able, by reason of the business and financial experience of its officers and professional advisors (bwho are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in the Agreement and the documents ancillary thereto. The Company understands that (i) there is and will be no market for the Shares, (ii) the sale of the Shares has not been and will not be registered under the Securities Act in reliance, inter alia, on the exemption for non-public offerings provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder and must be held indefinitely unless it is 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 available, (or a "re-offer prospectus"iii) with regard to such Shares and the Company SDS is under no obligation to register the Shares (on the Company's behalf or to file a "re-offer prospectus"); (c) he understands that assist the Company in complying with any exemption from registration under Rule 144 will not be available unless (i) or to qualify for any such exemption. The Company has been provided with an opportunity for a public trading market then exists for reasonable period of time prior to the Common Stock date of the Company, (ii) adequate Agreement to obtain additional information concerning the Company is then available Shares and SDS and all other information to the publicextent SDS possesses such information or can acquire it without unreasonable effort or expense and has had the opportunity to ask such questions as it has deemed necessary of, and (iii) other to receive answers from, representatives of SDS concerning the terms and conditions of Rule 144, the Shares and the merits and risks of investing in the Shares. The Company understands that no federal or state agency has passed upon the Shares or made any finding or determination as to the fairness of the investment or any exemption therefrom are complied with and that any sale recommendation or endorsement of the Shares may be made only in limited amounts in accordance with such terms Shares. The Company understands and conditions; acknowledges that: (di) the Shares are being acquired for his own account offered and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted sold to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a it without registration statement under the Securities Act and qualification under applicable state securities laws, to in a private placement that is exempt from the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act and (ii) the availability of 1934, as amended (the "Exchange Act")such exemption depends in part on, and SDS will rely upon the accuracy and truthfulness of, the foregoing representations and the Company hereby consents to such reliance. The Company understands and agrees that he each certificate representing the Shares may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange Actendorsed with an appropriate restrictive legend in SDS’s reasonable discretion.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon settlement 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 Executive Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ExecutiveParticipant. The Executive Participant acknowledges, represents and warrants that: (a) he the Participant has been advised that he 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 the Participant’s representations set forth in this Sectionsection; (b) the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a "“re-offer prospectus"”) with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a "“re-offer prospectus"”); (c) he understands that the exemption from registration under Rule 144 will not be available under current law 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, 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; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange 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 Executive Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ExecutiveParticipant. The Executive Participant acknowledges, represents and warrants that: (a) he 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;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"”);. Form 7 3/15 (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, 144 or any exemption therefrom are complied with with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange Act.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon settlement 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 Executive Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ExecutiveParticipant. The Executive Participant acknowledges, represents and warrants that: (a) he the Participant has been advised that he 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 the Participant's representations set forth in this Sectionsection; (b) the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a "re-offer prospectus") with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a "re-offer prospectus"); (c) he understands that the exemption from registration under Rule 144 will not be available under current law 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, 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; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange 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. Form 5 3/15 The Shares are being issued to the Executive Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ExecutiveParticipant. The Executive Participant acknowledges, represents and warrants that: (a) he 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;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, 144 or any exemption therefrom are complied with with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange 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 Executive Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ExecutiveParticipant. The Executive Participant acknowledges, represents and warrants that: (a) he 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;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"”);. Form 11 (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, 144 or any exemption therefrom are complied with with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange 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. Form 1 3/19 The Shares are being issued to the Executive Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ExecutiveParticipant. The Executive Participant acknowledges, represents and warrants that: (a) he 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;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, 144 or any exemption therefrom are complied with with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange Act.

Securities Representations. The Any Adjusted Shares are being shall be issued to the Executive Participant, and this Agreement is being made by the Company Company, in reliance upon the following express representations and warranties of the ExecutiveParticipant. The Executive Participant acknowledges, represents and warrants that: (a) he The Participant has been advised that he the Participant 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 the Participant desires to sell the Adjusted Shares following the Vesting Date, and in this connection the Company is relying in part on his the Participant’s representations set forth in this Section;section. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the Adjusted 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 Adjusted Shares and the Company is under no obligation to register the Adjusted Shares (or to file a "“re-offer prospectus"”);. (c) he If the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the Participant 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, 144 or any exemption therefrom are complied with with; and that any sale of the Adjusted Shares may be made only in limited amounts in accordance with such terms and conditions; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange Act.

Securities Representations. The Shares are being issued grant of the RSUs and any issuance of shares of Common Stock pursuant to the Executive and this Agreement is are being made by the Company in reliance upon the following express representations and warranties of the ExecutiveParticipant. The Executive Participant acknowledges, represents and warrants that:: IF " DOCVARIABLE "SWDOCIDLOCATION" 1" = "1" " DOCPROPERTY "SWDOCID" WEIL:\97881253\5\61756.0006" "" WEIL:\97881253\5\61756.0006 (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 Sectionsection; (b) if he or she is deemed an affiliate within the Shares meaning of Rule 144 of the Securities Act, the 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 Common Stock and the Company is under no obligation to register the Shares 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 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, 144 or any exemption therefrom are complied with with; and that any sale of the Shares Common Stock may be made only in limited amounts in accordance with such terms and conditions; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange Act.

Securities Representations. The grant of the Shares of Common Stock 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 such Shares may then be listed. As a condition to the issuance of Shares, the Company may require the Grantee 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 Executive and this Agreement is being made by the Company to the Grantee under this Agreement in reliance upon the following express representations and warranties of the ExecutiveGrantee. The Executive Grantee acknowledges, represents and warrants that: (a) he 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) 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) 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, 144 or any exemption therefrom are complied with with; and that any sale sales of the Shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange Act.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon settlement 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 Executive Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ExecutiveParticipant. The Executive Participant acknowledges, represents and warrants that: (a) he the Participant has been advised that he 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 the Participant’s representations set forth in this Section; (b) the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a "“re-offer prospectus"”) with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a "“re-offer prospectus"”); (c) he understands that the exemption from registration under Rule 144 will not be available under current law 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, 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; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange Act.

Securities Representations. The Shares are being issued to the Executive Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ExecutiveParticipant. The Executive Participant acknowledges, represents and warrants that: 5.1 he or she is acquiring the Shares for his or her 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 of 1933 (a) the “Securities Act”), or any rule or regulation under the Securities Act; 5.2 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 Sectionsection; (b) 5.3 if he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares must be held indefinitely for the period of time required by applicable law 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"”);; and (c) 5.4 if he or she is deemed an affiliate within the meaning of Rule 144 of 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 Company, (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 are complied with with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange Act.

Securities Representations. The Shares grant of the Units and issuance of shares of Common Stock upon settlement of the Adjusted Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock 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 such shares may then be listed. As a condition to the settlement of the Adjusted 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 of Common Stock are being issued to the Executive Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ExecutiveParticipant. The Executive Participant acknowledges, represents and warrants that: (a) he 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, 144 or any exemption therefrom are complied with 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; (d) the Shares are being acquired for his own account and not 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 within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, 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 or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, 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 for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange Act.