Notice Sample Contracts

ProPetro Holding Corp. – Performance Restricted Stock Unit Grant Notice (August 11th, 2017)

Capitalized terms not specifically defined in this Performance Restricted Stock Unit Grant Notice (the "Grant Notice") have the meanings given to them in the 2017 Incentive Award Plan (as amended from time to time, the "Plan") of ProPetro Holding Corp., a Delaware corporation (the "Company").

Invesco Mortgage Capital Inc – Number *0* Shares *0* SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION (August 11th, 2017)

fully paid and nonassessable shares of 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share, of

ProPetro Holding Corp. – Form of Director Restricted Stock Unit Grant Notice (August 11th, 2017)

ProPetro Holding Corp., a Delaware corporation (the "Company"), pursuant to its 2017 Incentive Award Plan, as amended from time to time (the "Plan"), hereby grants to the holder listed below ("Participant") the number of Restricted Stock Units set forth below (the "RSUs"). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the "Grant Notice"), the Plan and the Restricted Stock Unit Agreement attached as Exhibit A (the "Agreement"), each of which are incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.

ProPetro Holding Corp. – Restricted Stock Unit Grant Notice (August 11th, 2017)

ProPetro Holding Corp., a Delaware corporation (the "Company"), pursuant to its 2017 Incentive Award Plan, as amended from time to time (the "Plan"), hereby grants to the holder listed below ("Participant") the number of Restricted Stock Units set forth below (the "RSUs"). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the "Grant Notice"), the Plan and the Restricted Stock Unit Agreement attached as Exhibit A (the "Agreement"), each of which are incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.

Camping World Holdings, Inc. – Restricted Stock Unit Award Grant Notice (August 10th, 2017)

Camping World Holdings, Inc., a Delaware corporation (the "Company"), pursuant to its 2016 Incentive Award Plan, as amended from time to time (the "Plan"), hereby grants to the holder listed below ("Participant") the number of Restricted Stock Units (the "RSUs") set forth below. The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the "Grant Notice") and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the "Agreement") and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.

Camping World Holdings, Inc. – Camping World Holdings, Inc. 2016 Incentive Award Plan Director Restricted Stock Unit Award Grant Notice (August 10th, 2017)

Camping World Holdings, Inc., a Delaware corporation (the "Company"), pursuant to its 2016 Incentive Award Plan, as amended from time to time (the "Plan"), hereby grants to the holder listed below ("Participant") the number of Restricted Stock Units (the "RSUs") set forth below. The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the "Grant Notice") and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the "Agreement") and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.

YogaWorks, Inc. – Yogaworks, Inc. 2017 Incentive Award Plan Restricted Stock Unit Award Grant Notice (August 10th, 2017)

YogaWorks, Inc. (the Company), pursuant to its 2017 Incentive Award Plan (as may be amended from time to time, the Plan) hereby grants to the individual listed below (the Participant), an award of restricted stock units (the RSUs). Each RSU represents the right to receive one (1) share of Common Stock, par value $0.001 per share, of the Company (each, a Share) in accordance with the terms and conditions hereof if applicable vesting conditions are satisfied. This award of RSUs is subject to all of the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the Grant Notice), the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (together, the Agreement) and the Plan, each of which is incorporated herein by reference. Each RSU is hereby granted in tandem with a corresponding Dividend Equivalent, as further described in the Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

2017 Inducement Award Plan NOTICE OF STOCK OPTION GRANT (August 9th, 2017)

Date of Grant [________] Vesting Commencement Date [_______] Exercise Price per Share $____ Total Number of Shares Granted ________ Total Exercise Price $_______ Type of Option: __________ Nonstatutory Stock Option Term/Expiration Date: 10 years Vesting Schedule: [1/4 to vest on the first anniversary of the vesting commencement date; and thereafter 1/36 of remaining option shares (approximately _____ shares) to vest each month thereafter for 36 months; in each case subject to your Continuous Services through each vesting date and otherwise in accordance with the terms and conditions of the Plan (as defined below) and the Stock Option Agreement attached hereto. Shares to vest on any vesting date shall be rounded down to nearest whole number. Monthly installments shall take into effect prior rounding so that each monthly installment

Natera, Inc. – Notice (August 9th, 2017)
Assembly Biosciences, Inc. 2017 Inducement Award Plan Restricted Stock Unit Award Notice (August 9th, 2017)

Effective Date: [ ], 2017 Vesting Commencement Date: [ ], 2017 Total Number of RSUs Granted: [ ] Term/Expiration Date: [ ] Vesting Schedule: [One-third to vest on the first anniversary of the Vesting Commencement Date; Remainder to vest in equal installments on the second and third anniversary of the Vesting Commencement Date.] Payment Date: The Company shall deliver, to the Grantee named below, one Share (as defined in the Plan) in respect of each vested RSU. Delivery shall be made as soon as practicable following the vesting date and in no event later than 30 days following the applicable vesting date.

Performance Share Unit Grant Notice (August 9th, 2017)

Capitalized terms not specifically defined in this Performance Share Unit Grant Notice (the "Grant Notice") have the meanings given to them in the 2016 Incentive Award Plan (as amended from time to time, the "Plan") of K12 Inc. (the "Company").

Ritchie Bros. Auctioneers Inc. – Ritchie Bros. Auctioneers Incorporated Stock Option Assumption Notice (August 8th, 2017)

As you know, on May 31, 2017 (the "Closing Date") Ritchie Bros. Auctioneers Incorporated ("Ritchie") acquired IronPlanet Holdings, Inc. ("IronPlanet") (the "Merger"), pursuant to the Agreement and Plan of Merger by and among Ritchie, IronPlanet, Topaz Mergersub, Inc. and Fortis Advisors LLC, as the representative of the indemnifying securityholders of IronPlanet, dated as of August 29, 2016 (the "Merger Agreement"). On the Closing Date, you held one or more outstanding options to purchase shares of common stock of IronPlanet (the "IronPlanet Options") set forth on Exhibit A attached hereto (the "Option Schedule"), each of which was granted to you pursuant to the IronPlanet 2015 Stock Plan and/or the IronPlanet, Inc. 1999 Stock Plan, as amended (together, the "Plans") and an applicable stock option agreement and any amendments entered into by and between you and IronPlanet or IronPlanet, Inc. (collectively, the "Option Agreement"). Pursuant to the Merger Agreement, on the Closing Date,

TopBuild Corp – [Form Of] Loan Notice (August 8th, 2017)

RE: Credit Agreement, dated as of May 5, 2017, by and among TopBuild Corp., a Delaware corporation (the "Borrower"), the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the "Credit Agreement"; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement)

Atara Biotherapeutics – Atara Biotherapeutics, Inc. Stock Option Grant Notice (August 7th, 2017)

Atara Biotherapeutics, Inc. (the "Company"), hereby grants to Optionholder an option to purchase the number of shares of the Company's Common Stock set forth below (the "Option") as an inducement award within the meaning of NASDAQ Listing Rule 5635(c)(4). Notwithstanding that the Option is not granted under the Atara Biotherapeutics, Inc. 2014 Equity Incentive Compensation Plan, as amended and restated, (the "Plan"), the Option shall be subject to all of the terms and provisions of the Plan as if it had been granted thereunder; provided, that the terms of the Grant Notice and this Option Agreement shall control with respect to such matters expressly addressed therein. This Option shall be subject to the terms and conditions set forth in this Stock Option Grant Notice and the Option Agreement, the Plan (notwithstanding that the Option is not granted under the Plan) and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized term

Article 5 - Notice Period (August 7th, 2017)

The purpose of this Plan is to set forth the terms and conditions under which severance pay and other severance benefits will be provided to employees of the Company. This Plan is intended to constitute an employee welfare benefit plan within the meaning of section 3(1) of ERISA, and is intended to memorialize the provisions of the Company's severance pay program.

GLAUKOS Corp – Notice of Grant of Restricted Stock Units (August 7th, 2017)

The Participant has been granted the number of Restricted Stock Units set forth below (the "RSUs") pursuant to the Glaukos Corporation 2015 Omnibus Incentive Compensation Plan (the "Plan"), as follows:

Notice of Guaranteed Delivery (August 7th, 2017)

This form, or one substantially equivalent to this form, must be used to exercise Subscription Rights pursuant to the Rights Offering described in the prospectus supplement dated [*], 2017 (the "Prospectus") of VICON INDUSTRIES, INC., a New York corporation (the "Company"), if a holder of Subscription Rights cannot deliver the Subscription Rights Certificate(s) evidencing the Subscription Rights (the "Subscription Rights Certificate(s)") to the Subscription Agent listed below (the "Subscription Agent") at or prior to 5:00 p.m., New York City time, on [*] , 2017 (as it may be extended by the Company, the "Expiration Date"). This Notice of Guaranteed Delivery must be received by the Subscription Agent on or prior to the Expiration Date. Payment of the Subscription Price of $[*] per share for each share of Common Stock subscribed for upon exercise of such Subscription Right must be received by the Subscription Agent in the manner specified in the Prospectus at or prior to 5:00 p.m., New Y

From: [DEALER NAME AND NOTICE INFORMATION] (August 1st, 2017)

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between [DEALER NAME] (["[DEALER NAME]" or] "Dealer") and UDR, Inc. (the "Counterparty") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA 2002 Master Agreement specified below.

Black Ridge Oil & Gas, Inc. – Notice of Guaranteed Delivery (August 1st, 2017)

This form, or one substantially equivalent to this form, must be used to exercise Subscription Rights pursuant to the Rights Offering described in the prospectus dated August 3, 2017 (the "Prospectus") of BLACK RIDGE OIL & GAS, INC., a Nevada corporation (the "Company"), if a holder of Subscription Rights cannot deliver the Subscription Rights Certificate(s) evidencing the Subscription Rights (the "Subscription Rights Certificate(s)") to the Subscription Agent listed below (the "Subscription Agent") at or prior to 5:00 p.m., central time, on September 8, 2017 (as it may be extended by the Company, the "Expiration Date"). This Notice of Guaranteed Delivery must be received by the Subscription Agent on or prior to the Expiration Date. See "The Rights Offering - Guaranteed Delivery Procedures" in the Prospectus. Payment of the Subscription Price of $0.012 per share for each share of Common Stock subscribed for upon exercise of such Subscription Right must be received by the Subscription A

Aclaris Therapeutics, Inc. – Stock Option Grant Notice (August 1st, 2017)

Aclaris Therapeutics, Inc. (the "Company"), pursuant to its 2017 Inducement Plan (the "Plan"), hereby grants to Optionholder an option to purchase the number of shares of the Company's Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this notice, in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this notice and the Plan, the terms of the Plan will control.

Aclaris Therapeutics, Inc. – Aclaris Therapeutics, Inc. Restricted Stock Unit Grant Notice (2017 Inducement Plan) (August 1st, 2017)

Aclaris Therapeutics, Inc. (the "Company"), pursuant to Section 6(b) of the Company's 2017 Inducement Plan (the "Plan"), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company's Common Stock ("Restricted Stock Units") set forth below (the "Award"). The Award is subject to all of the terms and conditions as set forth in this notice of grant (this "Restricted Stock Unit Grant Notice") and in the Plan and the Restricted Stock Unit Award Agreement (the "Award Agreement"), both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Award Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan shall control.

Vince Holding Corp. – [FORM OF NOTICE TO BENEFICIAL STOCKHOLDERS OF COMMON STOCK] VINCE HOLDING CORP. NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES Up to Shares of Common Stock Issuable Upon Exercise of Non-Transferable Rights (July 27th, 2017)

Enclosed for your consideration is a prospectus, dated , 2017 (the Prospectus), relating to the offering by Vince Holding Corp. (the Company) of non-transferable rights to subscribe for shares of the Companys common stock, par value $0.01 per share (Common Stock), by stockholders of record (Record Date Stockholders) as of 5:00 p.m., New York City time, on , 2017 (the Record Date).

Vince Holding Corp. – VINCE HOLDING CORP. [FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES] Up to Shares of Common Stock Issuable Upon Exercise of Non-Transferable Rights (July 27th, 2017)

This letter is being distributed to broker-dealers, trust companies, banks and other nominees in connection with the offering by Vince Holding Corp. (the Company) of non-transferable rights to subscribe for shares of the Companys common stock, par value $0.01 per share (Common Stock), by stockholders of record (Record Date Stockholders) as of 5:00 p.m., New York City time, on , 2017 (the Record Date).

Vince Holding Corp. – VINCE HOLDING CORP. [FORM OF NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS] Up to Shares of Common Stock Issuable Upon Exercise of Non-Transferable Rights (July 27th, 2017)

Enclosed for your consideration is a prospectus, dated , 2017 (the Prospectus), relating to the offering by Vince Holding Corp. (the Company) of non-transferable rights (the Rights) to subscribe for shares of the Companys common stock, par value $0.01 per share (Common Stock), by stockholders of record (Record Date Stockholders) as of 5:00 p.m., New York City time, on , 2017 (the Record Date).

Vince Holding Corp. – [Form of Notice of Guaranteed Delivery] Vince Holding Corp. Notice of Guaranteed Delivery Relating to Shares Subscribed for Pursuant to the Subscription Right and Over-Subscription Right (July 27th, 2017)

As set forth in Vince Holding Corp.s (the Companys) Prospectus, dated , 2017, under The Rights OfferingPayment for Shares, this form (or one substantially equivalent hereto) may be used as a means of effecting the subscription and payment for shares of common stock, par value $0.01 per share, of the Company subscribed for pursuant to the subscription right and the over-subscription right. Such form may be delivered or sent by overnight delivery or first class mail to the Subscription Agent and must be received prior to 5:00 p.m., New York City time, on , 2017, the expiration date, unless extended by the Company (as it may be extended, the Expiration Date).

Notice of Grant of Deferred Stock Units Award (July 26th, 2017)

Each deferred stock unit represents a right to a future payment equal to one share of The Brink's Company common stock. Such payment will be made in shares of The Brink's Company common stock ("Shares").

Cannae Holdings, Inc. – FIDELITY NATIONAL FINANCIAL VENTURES Notice of Investment Success Incentive Award (July 24th, 2017)

You (the Grantee) have been granted the following Fidelity National Financial Ventures Investment Success Incentive Award (the Award) pursuant to the Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan (the Plan):

Sienna Biopharmaceuticals, Inc. – Sienna Biopharmaceuticals, Inc. 2017 Incentive Award Plan Restricted Stock Unit Award Grant Notice (July 17th, 2017)

Sienna Biopharmaceuticals, Inc., a Delaware corporation, (the Company), pursuant to its 2017 Incentive Award Plan, as amended from time to time (the Plan), hereby grants to the holder listed below (the Participant), an award of restricted stock units (Restricted Stock Units or RSUs). Each vested Restricted Stock Unit represents the right to receive, in accordance with the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the Agreement), one share of Common Stock (Share). This award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Agreement and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Award Grant Notice (the Grant Notice) and the Agreement.

YogaWorks, Inc. – Yogaworks, Inc. 2017 Incentive Award Plan Restricted Stock Unit Award Grant Notice (July 17th, 2017)

YogaWorks, Inc. (the Company), pursuant to its 2017 Incentive Award Plan (as may be amended from time to time, the Plan) hereby grants to the individual listed below (the Participant), an award of restricted stock units (the RSUs). Each RSU represents the right to receive one (1) share of Common Stock, par value $0.001 per share, of the Company (each, a Share) in accordance with the terms and conditions hereof if applicable vesting conditions are satisfied. This award of RSUs is subject to all of the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the Grant Notice), the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (together, the Agreement) and the Plan, each of which is incorporated herein by reference. Each RSU is hereby granted in tandem with a corresponding Dividend Equivalent, as further described in the Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

Sienna Biopharmaceuticals, Inc. – Sienna Biopharmaceuticals, Inc. 2017 Incentive Award Plan Stock Option Grant Notice (July 17th, 2017)

Sienna Biopharmaceuticals, Inc., a Delaware corporation, (the Company), pursuant to its 2017 Incentive Award Plan, as may be amended from time to time (the Plan), hereby grants to the holder listed below (Participant), an option to purchase the number of shares of the Companys Common Stock (the Shares), set forth below (the Option). This Option is subject to all of the terms and conditions set forth herein, as well as in the Plan and the Stock Option Agreement attached hereto as Exhibit A (the Stock Option Agreement), each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

Sienna Biopharmaceuticals, Inc. – Sienna Biopharmaceuticals, Inc. 2017 Incentive Award Plan Restricted Stock Award Grant Notice (July 17th, 2017)

Sienna Biopharmaceuticals, Inc., a Delaware corporation, (the Company), pursuant to its 2017 Incentive Award Plan, as amended from time to time (the Plan), hereby grants to the holder listed below (the Participant) the number of shares of the Companys Common Stock set forth below (the Shares) subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the Agreement) (including without limitation the Restrictions on the Shares set forth in the Agreement) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Award Grant Notice (the Grant Notice) and the Agreement.

YogaWorks, Inc. – Yogaworks, Inc. 2017 Incentive Award Plan Stock Option Grant Notice (July 17th, 2017)

YogaWorks, Inc. (the Company), pursuant to its 2017 Incentive Award Plan (as may be amended from time to time, the Plan), hereby grants to the individual listed below (the Optionee), an option to purchase the number of shares of Common Stock, par value $0.001 per share, of the Company (the Shares), set forth below (the Option), subject to all of the terms and conditions set forth in this Grant Notice and in the Stock Option Agreement attached hereto as Exhibit A (together, the Agreement) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

Notice of Sale of Assets and Intended Assumption and Assignment of Executory Contracts and Unexpired Leases in Connection Therewith (July 13th, 2017)

Offer of First Tek, Inc., a New Jersey corporation, dated as of June 22, 2017 for the purchase of the Legacy Staffing Business in the "Initial Bid Amount" of $2,000,000.00 ("First Tek Staffing Offer").

Number *Prc1* This Certificate Is Transferable in New York, N.Y. Digital Realty Trust, Inc. Incorporated Under the Laws of the State of Maryland Shares See Reverse for Important Notice on Transfer Restrictions and Other Information Cusip [] (July 10th, 2017)

(the Company) transferable on the books of the Company by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

Notice of Terms of Supplemental Restricted Stock Units (June 28th, 2017)

As part of its executive compensation program, The Boeing Company (the "Company") has awarded you a Restricted Stock Unit award. The terms and conditions of the award are as follows: