Common use of Employee Representations Clause in Contracts

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he the Company has received made available to his or her a copy of all reports and documents required the Company’s current information made available to be filed by the Company with the Commission public pursuant to Commission Rule 15c2-11, and a copy of the Exchange Act within Plan in effect as of the last 24 months and all reports issued by the Company to its stockholdersGrant Date; (iiic) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities 1933 Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivd) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vif) in the absence of an effective registration statement under the 1933 Act, he or she understands and agrees that the certificates evidencing the Option Shares shall may bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares , as amended (the “Act”) and may not be sold sold, pledged, hypothecated or otherwise transferred in the absence of such an effective registration statement or an exemption therefrom under said the Act."” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement between the Company and the holder, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (ii) he the Company has received made available to him or her a copy of all reports and documents required the Company’s current information made available to be filed by the Company with the Commission public pursuant to Commission Rule 15c2-11, and a copy of the Exchange Act within Plan in effect as of the last 24 months and all reports issued by the Company to its stockholdersGrant Date; (iii) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 1933, as amended (the "“1933 Act") ”), or an exemption therefrom is available thereunder thereunder; and he or she understands that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) in his position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; andtherefrom; (vi) in he or she understands and agrees that if a stock certificate evidencing the absence Shares is issued prior to the Vesting Date, it shall bear the following legend if the issuance of an effective the Shares by the Company is not registered on the appropriate registration statement filed under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "“The shares securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares , as amended (the “Act’) and may not be sold sold, pledged, hypothecated or otherwise transferred in the absence of such an effective registration statement or an exemption therefrom under said the Act."” and (vii) he or she understands and agrees that if a stock certificate evidencing the Shares is issued prior to the Vesting Date it shall also bear the following legend: “The shares represented by this certificate have been acquired pursuant to a Restricted Stock Agreement, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment invest ment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting act ing on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he or she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholdersstockholders and a copy of each Plan in effect as of the date of this Agreement; (iiic) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivd) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vif) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of January 3, 2001, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i1) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii2) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders; (iii3) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv4) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v5) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi6) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iiib) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder (which exemption may require a holding period of not less than one year after exercise in certain circumstances and not less than two years after exercise in certain other circumstances and if an affiliate of the Company may impose other restrictions) and that the Company is under no obligation to register the Option Shares for sale under the 1933 ActAct except as stated in this Agreement; (ivc) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) abovethis clause; (vd) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vie) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of August 25, 1998, a copy of which is on file with the Company, and may not be trans ferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option Employee has received a copy of the Plan and shall acquire the Option Shares for his own account and not with a view towards prospectus filed pursuant to Rule 424 under the distribution thereofSecurities Act of 1933, as amended, as in effect as of the date of this Agreement; (ii) he the Employee has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 twenty-four (24) months and all reports issued by the Company to its stockholders; (iii) he the Employee (x) has reviewed with the Employee’s own tax advisors the applicable tax (U.S. federal, state, local and foreign) consequences of the transactions contemplated by this Agreement, (y) is relying solely on such advisors and not on any statements or representations of the Company or WTAM or any of their respective agents, and (z) understands that he the Employee (and not the Company or its Subsidiaries) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement; (iv) the Employee understands that the Employee must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Employee has had such an opportunity as the Employee has deemed adequate to obtain from the Company shall place stop transfer orders with its transfer agent against such information as is necessary to permit the transfer Employee to evaluate the merits and risks of the Option Shares Employee’s investment in the absence of registration under Company and has had the 1933 Act or an exemption therefrom as provided hereinopportunity to consult with the Employee’s own advisers with respect to the investment in the Company; and (vi) in the absence of an effective registration statement under the 1933 Act, the certificates Employee understands and agrees that if a stock certificate evidencing the Option Shares is issued prior to the Vesting Date, it shall also bear the following legend: "“The shares represented by this certificate have been acquired for investment pursuant to a Restricted Stock Agreement, a copy of which is on file with the Company, and have not been registered under the Securities Act of 1933. The shares may not be sold transferred, pledged or transferred disposed of except in accordance with the absence terms and conditions thereof and the terms and conditions of such registration or an exemption therefrom under said Actthe WisdomTree Investments, Inc. 2022 Equity Plan."”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of the Plan as in effect as of the date of this Agreement; (iii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act Act, within the last 24 months and all reports issued by the Company to its stockholders; (iiiiv) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (vvi) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and; (vivii) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of August 14, 2001, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment invest ment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) the Employee understands that the Company may use the proceeds derived from the exercise of his option to make investments in, acquire, make loans to, or otherwise enter into business arrangements with, companies which are not involved in the telecommunications business. Specifically, the Company may contribute such proceeds to WinStar New Media Company, Inc. and its other subsidiaries which acquire, produce and distribute information and entertainment content; (v) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (vvi) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vivii) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of ______________, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he she is acquiring the Option and shall acquire the Option Shares for his her own account and not with a view towards the distribution thereof; (iib) he she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iiic) he she understands that he she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him her unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Actthereunder; (ivd) in his position with the Company, he she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vii) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of September 14, 1998, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (a) This Agreement has been delivered by Employee and constitutes the valid and legally binding agreement of Employee enforceable in accordance with its terms against Employee, except as such enforceability may be limited by (i) he bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights and remedies, as from time to time may be in effect, (ii) application of equitable principles (regardless of whether such enforceability is acquiring the Option considered in a proceeding in equity or at law) and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof(iii) considerations of public policy; (b) Employee has full power and legal right (i) to enter into this Agreement, (ii) he has received a copy to perform its obligations hereunder, and (iii) to consummate the transaction that is the subject of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholdersthis Agreement; (iiic) he understands The execution and delivery of this Agreement and such other documents, instruments, certificates and agreements that he must bear are executed and delivered by Employee hereunder (collectively, the economic risk “Investment Documents”) and the consummation by Employee of the investment transactions contemplated by the Investment Documents do not (with or without the giving of notice or the lapse of time or both) conflict with or result in the Option Sharesany violation of or default under any material agreement, certificate or other instrument to which cannot be sold Employee is a party or by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom which Employee is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Actbound; (ivd) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware Employee understands that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Restricted Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act, nor qualified under any state or provincial securities laws, and that they are being offered and issued pursuant to an exemption from such registration and qualification based in part upon Employee’s representations contained herein; (e) Employee understands that the Restricted Shares are being issued to Employee hereunder in reliance upon the exemption from such registration provided by Section 4(2) of the Securities Act for transactions by an issuer not involving any public offering; (f) Employee is an “accredited investor” as such term is defined in Rule 501(a) of 1933. The shares the Securities Act; (g) Employee has such knowledge and experience in financial and business matters that Employee is capable of evaluating the merits and risks of the investment contemplated by this Agreement; (h) Employee is able to bear the economic risk of this investment in the Company (including a complete loss of this investment); (i) Employee further represents that it is relying solely on its own conclusions or the advice of its own counsel or investment representative with respect to tax aspects of any investment in the Company; (j) Employee has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all or any portion of the Restricted Shares, other than as expressly contemplated in the ROFO & Co-Sale Agreement, Voting Agreement and/or Investors Rights’ Agreement; (k) Employee has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s offering to such Employee of the Restricted Shares; (l) Employee has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company's proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment contemplated herein; (m) Employee has been informed that the Restricted Shares are restricted securities under the Securities Act and may not be sold resold or transferred in unless the absence of Restricted Shares are first registered under the federal securities laws or unless an exemption from such registration is available; (n) Employee is acquiring the Restricted Shares for its own account for investment, and not with a view to any distribution, resale, subdivision or fractionalization thereof in violation of the Securities Act or any other applicable securities laws, and Employee has no present plans to enter into any contract, undertaking, agreement or arrangement for any such distribution, resale, subdivision or fractionalization; and (o) Employee is prepared to hold the Restricted Shares for an exemption therefrom indefinite period and that Employee is aware that Rule 144 as promulgated under said the Securities Act, which exempts certain resales of restricted securities, is not presently available to exempt the resale of the Restricted Shares from the registration requirements of the Securities Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of the Plan as in effect as of the date of this Agreement; (iii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act Act, within the last 24 months and all reports issued by the Company to its stockholders; (iiiiv) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "‘‘1933 Act"’’) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (vvi) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and; (vivii) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "‘‘The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."’’ ; and (viii) he is aware of and understands that he is subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement.

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (iib) he or she has received a copy of the Plan as in effect as of the date of this Agreement; (c) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders; (iiid) he or she understands that he or she is subject to the Company's Insider Trading Policy and has received a copy of such policy as ▇f the date of this Agreement; (e) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivf) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (vg) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vih) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iiib) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder (which exemption may require a holding period of not less than one year after exercise in certain circumstances and not less than two years after exercise in certain other circumstances and if an affiliate of the Company may impose other restrictions) and that the Company is under no obligation to register the Option Shares for sale under the 1933 ActAct except or stated in this agreement; (ivc) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) abovethis clause; (vd) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vie) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of August 25, 1998, a copy of which is on file with the Company, and may not be trans ferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he or she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 twenty-four (24) months and all reports issued by the Company to its stockholdersstockholders within the last twenty-four (24) months; (iiic) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 ActAct except as provided in ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇; (iv▇) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vif) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of August 16, 1999, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he or she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iiic) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivd) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom there from as provided herein; and (vif) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of March 17, 2004, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy copies of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities and Exchange Act within of 1934 since the last 24 months Company's inception and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Actthereunder; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."of

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof. He further understands that, although there is a public market for the Shares, there is no assurance that such market will continue; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "1933 “Securities Act") ”), or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Securities Act; (iii) he understands that the Shares are a speculative investment that involve a high degree of risk including, but not limited to, the risk of losses from operations of the Company and the total loss of his investment. He further acknowledges and is aware that there is no assurance as to the future performance of the Company; (iv) he 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 Shares and has obtained, in his judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. He believes that the investment in the Shares is suitable for him based upon his investment objectives and financial needs, and he has adequate means for providing for his current financial needs and contingencies and has no need for liquidity with respect to his investment in the Company; (v) he has not utilized any person as his purchaser representative (as defined in Regulation D) in connection with evaluating such merits and risks and has relied solely upon his own investigation in making a decision to invest in the Company; (vi) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) aboveexpense; (vvii) he has read the Company’s recent filings under the Securities Exchange Act of 1934 and has been given access to full and complete information regarding the Company and has utilized such access to his satisfaction for the purpose of verifying the information included in those filings; (viii) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Securities Act or an exemption therefrom as provided herein; and (viix) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "“The shares represented by this certificate have been acquired for investment pursuant to a Restricted Stock Agreement, dated as of February 11, 2009, a copy of which is on file with the Company, and have not been registered under the Securities Act of 1933. The shares may not be sold transferred, pledged or transferred disposed of except in accordance with the absence of such registration or an exemption therefrom under said Actterms and conditions thereof."”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) 11.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) 11.2. he has received a copy of the Plan as in effect as of the date of this Agreement; 11.3. he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act within the last 24 months Act, and all reports issued by the Company to its stockholders, within the last 24 months or such shorter period that the Company has been required to file reports under the Exchange Act; (iii) 11.4. he understands that he is subject to the Company’s I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; 11.5. he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "“1933 Act") ”), or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) 11.6. in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) Section 11.3 above; (v) 11.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in 11.8. if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of January 5, 2017, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) within the last 24 twenty-four (24) months and all reports issued by the Company to its stockholdersshareholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "1933 “Securities Act") ”), or an exemption therefrom is available thereunder and thereunder; provided that he understands that the Company is under no obligation to register the Option Shares for sale under the 1933 Securities Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Securities Act or an exemption therefrom as provided herein; and; (vi) in the absence of an effective registration statement under the 1933 Securities Act, the certificates evidencing the Option Shares shall bear the following legend: "“The shares securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares , as amended, or applicable state securities laws and may not be sold or transferred in the absence of such registration or pursuant to an exemption therefrom under said ActAct and such laws, supported by an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such registration is not required."” ; and (vii) he understands that the certificates evidencing the Shares shall also bear the following legend: “The shares represented by this certificate have been acquired pursuant to a Restricted Stock Agreement, dated as of January 29, 2009, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: : (i) he Employee is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; ; (ii) he Employee has received a copy of all reports and documents required to be filed by the Company with Plan as in effect as of the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; date of this Agreement; (iii) he Employee understands that he Employee must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "1933 Act") ), or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; ; (iv) in In his position with the Company, he Employee has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; hereunder; (v) he Employee is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in Employee is aware of and understands that Employee is subject to the absence Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of an effective registration statement such policy as of the date of this Agreement; and (vii) Employee acknowledges that Employee has been informed of the applicable provisions of Rule 144 promulgated under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The including, without limitation, its requirements that (1) shares represented by this certificate must have been acquired owned for investment the applicable holding period thereunder before sales may occur; (2) the Company must be at the time of sale, and have not been registered for a specified period prior to the sale, a reporting company under the Securities Exchange Act of 1933. The 1934 and current in its filings thereunder; (3) sale must occur in a customary sale through a broker; (4) the number of shares which may not be sold or transferred within any three month period must not exceed the volume limitations contained in Rule 144; and (5) prior notice of an intended sale must be fully filed with the Securities and Exchange Commission in the absence of such manner prescribed by law. Employee realizes that, in the event Rule 144 is not available, registration under the 1933 Act or an exemption therefrom under said Actwill be required for any sale and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, Employee understands that, if the terms and conditions of Rule 144 are not fully met, sale of the shares acquired hereby may not be readily possible."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) 11.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) 11.2. he has received a copy of the Plan as in effect as of the date of this Agreement; 11.3. he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act within the last 24 months Act, and all reports issued by the Company to its stockholders, within the last 24 months or such shorter period that the Company has been required to file reports under the Exchange Act; (iii) 11.4. he understands that he is subject to the Company’s In▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇olicy and has received a copy of such policy as of the date of this Agreement; 11.5. he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "“1933 Act") ”), or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) 11.6. in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) Section 11.3 above; (v) 11.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in 11.8. if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of March 10, 2017, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he the Employee is acquiring the Option and shall acquire the Option Shares for his the Employee’s own account and not with a view towards the distribution thereof; (ii) he the Employee has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholdersshareholders; (iii) he the Employee understands that he the Employee must bear the economic risk of the investment in the Option Shares, which cannot be sold by him the Employee unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) in his the Employee’s position with the Company, he the Employee has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he the Employee is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; (vi) the Employee has received a copy of the Plan and understands Employee’s rights with respect to the Option Shares shall, in all respects, be subject to the terms and conditions of the Plan and this Agreement; (vii) the Employee is aware of and understands that Employee is subject to the Company’s I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; and (viviii) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."”

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholdersstockholders and a copy of the Plan in effect as of the date of this Agreement; (iiic) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him his unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Actthereunder; (ivd) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vii) in In the absence of an effective registration statement under the 1933 1993 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of September 14, 1998, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i1) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (ii2) he or she has received a copy of the Plan as in effect as of the date of this Agreement; (3) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iii4) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "1933 Securities Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Securities Act; (iv5) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (v6) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi7) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of , , a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (ii) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iii) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "1933 Securities Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information infor mation or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) : he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) ; he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders; (iii) ; he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) ; in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (v) ; 5 he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in and if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he or she is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he or she has received a copy of the Plan as in effect as of the date of this Agreement; (iii) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders; (iiiiv) he or she understands that he or she is subject to the Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; (v) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivvi) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (vvii) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (viviii) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) 11.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) 11.2. he has received a copy of the Plan as in effect as of the date of this Agreement; 11.3. he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act within the last 24 months Act, and all reports issued by the Company to its stockholders, within the last 24 months or such shorter period that the Company has been required to file reports under the Exchange Act; (iii) 11.4. he understands that he is subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; 11.5. he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "“1933 Act") ”), or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) 11.6. in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) Section 11.3 above; (v) 11.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in 11.8. if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of May 27, 2015, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he or she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 twenty-four (24) months and all reports issued by the Company to its stockholdersstockholders within the last twenty-four (24 )months; (iiic) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivd) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vif) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of November 19, 1998, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i1) he or she is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii2) he or she has received a copy of the Plan as in effect as of the date of this Agreement; (3) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholdersshareholders; (iii4) he or she understands that he or she is subject to the Company's Insider Trading Policy and has received a copy of such policy ▇▇ ▇▇ ▇▇▇ ▇▇te of this Agreement; (5) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv6) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii3) above; (v7) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in 8) if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of December 17, 2003, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (ii) he or she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iii) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of July 15, 1994, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he or she is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he or she has received a copy of the Plan as in effect as of the date of this Agreement; (iii) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act Act, within the last 24 months and all reports issued by the Company to its stockholders; (iiiiv) he or she understands that he or she is subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; (v) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivvi) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (vvii) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (viviii) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of _______, 20__, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) 11.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) 11.2. he has received a copy of the Plan as in effect as of the date of this Agreement; 11.3. he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act within the last 24 months Act, and all reports issued by the Company to its stockholders, within the last 24 months or such shorter period that the Company has been required to file reports under the Exchange Act; (iii) 11.4. he understands that he is subject to the Company’s I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; 11.5. he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "“1933 Act") ”), or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) 11.6. in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) Section 11.3 above; (v) 11.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in 11.8. if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of May 27, 2015, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he or she has received a copy of the Plan as in effect as of the date of this Agreement; (c) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iiid) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "1933 Securities Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Securities Act; (ive) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (vf) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Securities Act or an exemption therefrom as provided herein; and (vig) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of March 29, 2000, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended (“Exchange Act”) within the last 24 months and all reports issued by the Company to its stockholdersshareholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "1933 “Securities Act") ”), or an exemption therefrom is available thereunder and thereunder; provided that he understands that the Company is under no obligation to register the Option Shares for sale under the 1933 Securities Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Securities Act or an exemption therefrom as provided herein; and (vi) in the absence of an effective registration statement under the 1933 Securities Act, the certificates evidencing the Option Shares shall bear the following legend: "“The shares securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares , as amended, or applicable state securities laws and may not be sold or transferred in the absence of such registration or pursuant to an exemption therefrom under said ActAct and such laws, supported by an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such registration is not required."”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i1) he or she is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii2) he or she has received a copy of the Plan as in effect as of the date of this Agreement; (3) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders; (iii4) he or she understands that he or she is subject to the Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; (5) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv6) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (v7) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in 8) if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iiib) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him his unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivc) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (vd) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vie) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of May 5, 1998, a copy of which is on file with the Company, and may not be trans ferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) 11.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) 11.2. he has received a copy of the Plan as in effect as of the date of this Agreement; 11.3. he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act Act, within the last 24 months and all reports issued by the Company to its stockholders; (iii) 11.4. he understands that he is subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; 11.5. he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) 11.6. in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) Section 11.3 above; (v) 11.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in 11.8. if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of March 6, 2015, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) 11.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) 11.2. he has received a copy of the Plan as in effect as of the date of this Agreement; 11.3. he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act within the last 24 months Act, and all reports issued by the Company to its stockholders, within the last 24 months or such shorter period that the Company has been required to file reports under the Exchange Act; (iii) 11.4. he understands that he is subject to the Company’s I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; 11.5. he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "“1933 Act") ”), or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) 11.6. in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) Section 11.3 above; (v) 11.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in 11.8. if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of ______ __, 20__, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he or she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholdersstockholders and a copy of each Plan in effect as of the date of this Agreement; (iiic) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivd) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vif) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of July 30, 2003, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he or she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 twenty-four (24) months and all reports issued by the Company to its stockholdersstockholders within the last twenty-four (24 )months; (iiic) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 ActAct except as provided in ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇; (iv▇) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vif) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred trans ferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of August 16, 1999, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he or she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholdersstockholders and a copy or the Plan in effect as of the date of this Agreement; (iiic) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivd) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vif) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of November 6, 2002, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he or she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iiic) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivd) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vif) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of March 17, 2004, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he or she is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he or she has received a copy of the Plan as in effect as of the date of this Agreement; (iii) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act Act, within the last 24 months and all reports issued by the Company to its stockholders; (iiiiv) he or she understands that he or she is subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; (v) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivvi) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (vvii) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (viviii) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of August 14, 2014, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he or she is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he or she has received a copy of the Plan as in effect as of the date of this Agreement; (iii) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act Act, within the last 24 months and all reports issued by the Company to its stockholders; (iiiiv) he or she understands that he or she is subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; (v) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivvi) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (vvii) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (viviii) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of___, 201 , a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants acknowledges to the Company Bank that: (ia) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereofHE HAS BEEN ADVISED, IN WRITING, TO READ THIS ENTIRE AGREEMENT CAREFULLY, AND TO CONSULT WITH AN ATTORNEY OF HIS CHOICE PRIOR TO SIGNING THIS AGREEMENT; (iib) he has received a copy had twenty-one (21) days to consider the waiver of all reports and documents required his rights under the Age Discrimination in Employment Act of 1967, as amended ("ADEA") prior to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholderssigning this Agreement; (iiic) he has been advised, in writing, that he has a full seven (7) days after he signs this Agreement to revoke it, and that this Agreement will not become effective until the seven (7) day revocation period has run and he has notified the Bank, in writing, that he has elected not to revoke this Agreement; (d) the consideration provided him under this Agreement is sufficient to support the releases provided by him under this Agreement; (e) he understands and agrees that he must bear the economic risk of the investment will receive separation pay and benefits specified above in the Option Sharesexchange for signing this Agreement, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Acthe would not have received such separation pay and benefits if he had not signed this Agreement; (ivf) he has disclosed to the Bank any information in his position with possession concerning any conduct involving the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on Bank or its behalf concerning the terms and conditions of the offer made hereunder and to obtain affiliates that may be unlawful or violates Bank Policy in any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) aboverespect; (vg) he does not suffer from nor have knowledge of any work-related injury or illness suffered during or exacerbated by his employment with the Bank and that he has an earning capacity that is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act not limited by any work-related injury or an exemption therefrom as provided hereinillness; and (vih) in he has not filed any charges, claims or lawsuits against the absence Bank involving any aspect of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and his employment which have not been registered under terminated as of the Securities Act date of 1933this Agreement. The shares may not be sold or transferred Employee understands that the Bank regards the representations made by him as material and that the Bank is relying on these representations in the absence of such registration or an exemption therefrom under said Actentering into this Agreement."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he is acquiring the Option and shall acquire the Option Shares for his him own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iiib) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder (which exemption may require a holding period of not less than one year after exercise in certain circumstances and not less than two years after exercise in certain other circumstances and if an affiliate of the Company impose other restrictions) and that the Company is under no obligation to register the Option Shares for sale under the 1933 ActAct except as stated in this agreement; (ivc) in his him position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) abovethis clause; (vd) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vie) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall may bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of April __19___, 2000, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 24 twenty-four (24) months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "1933 “Securities Act") ”), or an exemption therefrom is available thereunder and thereunder; provided that he understands that the Company is under no obligation to register the Option Shares for sale under the 1933 Securities Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Securities Act or an exemption therefrom as provided herein; and; (vi) in the absence of an effective registration statement under the 1933 Securities Act, the certificates evidencing the Option Shares shall bear the following legend: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."”

Employee Representations. For the purposes of this Section 6, the Restricted Stock and Options are collectively referred to as the "Securities." (a) The Employee Grantee hereby represents represents, warrants and warrants to the Company that: covenants that he: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk issuance of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares , the Securities are offered pursuant to an exemption thereunder, and the offering has not been approved or disapproved by the Securities and Exchange Commission or by any other federal or state agency; (ii) is acquiring the Securities for his own account for investment, not on behalf or for the benefit of any other person, and he has no intention of distributing such Securities to others in violation of the Securities Act; (iii) understands that the Securities are subject to resale restrictions imposed by the Securities Act and the securities laws of various states, and may not be sold or transferred without compliance with such laws; and (iv) resides in the absence State of South Carolina. (b) The Grantee is the President and Chief Executive Officer of the Company and thus is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. The Grantee has been granted access to, and had the opportunity to review, financial and other information relating to the Company and the terms and conditions of an investment in the Securities, as well as such registration other information as the Grantee deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the merits and risks of an exemption therefrom under said Actinvestment in the Securities. The Grantee has had the opportunity to ask questions of, and receive satisfactory answers from, the Company concerning the terms and conditions of an investment in the Securities and the information concerning the Company that the Grantee has reviewed."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he the Employee is acquiring the Option and shall acquire the Option Shares for his the Employee’s own account and not with a view towards the distribution thereof; (ii) he the Employee has received a copy of the Plan as in effect as of the date of this Agreement; (iii) the Employee has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iiiiv) he the Employee understands that he the Employee must bear the economic risk of the investment in the Option Shares, which cannot be sold by him the Employee unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivv) in his Employee’s position with the Company, he the Employee has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (vvi) he the Employee is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; (vii) the Employee has received a copy of the Plan and understands Employee’s rights with respect to the Option Shares shall, in all respects, be subject to the terms and conditions of the Plan and this Agreement; (viii) the Employee is aware of and understands that Employee is subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; and (viix) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he or she is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders; (iii) he or she understands that he or she is subject to the Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and has received a copy of such policy as of the date of this Agreement; (iv) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivv) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (vvi) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vivii) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders; (iiib) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder (which exemption may require a holding period of not less than one year after exercise in certain circumstances and not less than two years after exercise in certain other circumstances and if an affiliate of the Company may impose other restrictions) and that the Company is under no obligation obli gation to register the Option Shares for its issuance or sale by the Employee under the 1933 ActAct except as stated in this Agreement; (ivc) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) abovethis clause; (vd) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vie) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of April 1, 2000, a copy of which is on file with the Company, and may not be trans ferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i1) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii2) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders; (iii3) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv4) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v5) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or Actor an exemption therefrom as provided herein; and (vi6) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 24 twenty-four (24) months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "1933 Securities Act") ), or an exemption therefrom is available thereunder and thereunder; provided that he understands that the Company is under no obligation to register the Option Shares for sale under the 1933 Securities Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Securities Act or an exemption therefrom as provided herein; and; (vi) in the absence of an effective registration statement under the 1933 Securities Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act," and (vii) he understands that the certificates evidencing the Shares shall also bear the following legend: "The shares represented by this certificate have been acquired pursuant to a Restricted Stock Agreement, dated as of October 3, 2006, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he the Company has received made available to his or her a copy of all reports and documents required the Company’s current information made available to be filed by the Company with the Commission public pursuant to Commission Rule 15c2-11, and a copy of the Exchange Act within Plan in effect as of the last 24 months and all reports issued by the Company to its stockholdersGrant Date; (iiic) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities 1933 Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivd) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vif) in the absence of an effective registration statement under the 1933 Act, he or she understands and agrees that the certificates evidencing the Option Shares shall may bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares , as amended (the “Act”) and may not be sold be sold, pledged, hypothecated or otherwise transferred in the absence of such an effective registration statement or an exemption therefrom under said the Act."” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement between the Company and the holder,a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i1) he or she is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii2) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholdersshareholders; (iii3) he or she understands that he or she is subject to the Company’s I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; (4) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Actthereunder; (iv5) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii2) above; (v6) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi7) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of September 11, 2006, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he or she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholdersstockholders and a copy of the Plan in effect as of the date of this Agreement; (iiic) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities 1933 Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivd) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vif) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall may bear the following legendlegends: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of November 10, 2004, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) within the last 24 twenty-four (24) months and all reports issued by the Company to its stockholdersshareholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "1933 “Securities Act") ”), or an exemption therefrom is available thereunder and thereunder; provided that he understands that the Company is under no obligation to register the Option Shares for sale under the 1933 Securities Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Securities Act or an exemption therefrom as provided herein; and; (vi) in the absence of an effective registration statement under the 1933 Securities Act, the certificates evidencing the Option Shares shall bear the following legend: "“The shares securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares , as amended, or applicable state securities laws and may not be sold or transferred in the absence of such registration or pursuant to an exemption therefrom under said ActAct and such laws, supported by an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such registration is not required."” ; and (vii) he understands that the certificates evidencing the Shares shall also bear the following legend: “The shares represented by this certificate have been acquired pursuant to a Restricted Stock Agreement, dated as of June 1, 2010, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) within the last 24 twenty-four (24) months and all reports issued by the Company to its stockholdersshareholders; (iii) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 1933, as amended (the "1933 “Securities Act") ”), or an exemption therefrom is available thereunder and thereunder; provided that he understands that the Company is under no obligation to register the Option Shares for sale under the 1933 Securities Act; (iv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Securities Act or an exemption therefrom as provided herein; and; (vi) in the absence of an effective registration statement under the 1933 Securities Act, the certificates evidencing the Option Shares shall bear the following legend: "“The shares securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares , as amended, or applicable state securities laws and may not be sold or transferred in the absence of such registration or pursuant to an exemption therefrom under said ActAct and such laws, supported by an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such registration is not required."” ; and (vii) he understands that the certificates evidencing the Shares shall also bear the following legend: “The shares represented by this certificate have been acquired pursuant to a Restricted Stock Agreement, dated as of June 29, 2010, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he Employee is acquiring the Option and shall acquire the Option Shares for his Employee’s own account and not with a view towards the distribution thereof; (ii) he Employee has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) within the last 24 twenty-four (24) months and all reports issued by the Company to its stockholdersshareholders; (iii) he Employee understands that he Employee must bear the economic risk of the investment in the Option Shares, which cannot be sold by him Employee unless they are registered under the Securities Act of 1933 1933, as amended (the "1933 “Securities Act") ”), or an exemption therefrom is available thereunder and thereunder; provided that Employee understands that the Company is under no obligation to register the Option Shares for sale under the 1933 Securities Act; (iv) in his Employee’s position with the Company, he Employee has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he Employee is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Securities Act or an exemption therefrom as provided herein; and; (vi) in the absence of an effective registration statement under the 1933 Securities Act, the certificates Share Certificates evidencing the Option Shares shall bear the following legend: "“The shares securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares , as amended, or applicable state securities laws and may not be sold or transferred in the absence of such registration or pursuant to an exemption therefrom under said ActAct and such laws, supported by an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such registration is not required."” (vii) Employee understands that the Unvested Certificates evidencing the Shares shall also bear the following legend: “The shares represented by this certificate have been acquired pursuant to a Restricted Stock Agreement, dated as of January 12, 2011, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.” (viii) Employee has received a copy of the Plan and understands Employee’s rights with respect to the Shares shall, in all respects, be subject to the terms and conditions of the Plan and this Agreement; and (ix) Employee is aware of and understands that Employee is subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement.

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of the Plan as in effect as of the date of this Agreement; (iii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act Act, within the last 24 months and all reports issued by the Company to its stockholders; (iiiiv) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivv) in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (vvi) he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and; (vivii) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."" ; and (viii) he is aware of and understands that he is subject to the Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement.

Employee Representations. The Employee hereby represents and warrants to the Company that: (ia) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (iib) he or she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholdersstockholders and a copy of the Plans in effect as of the date of this Agreement; (iiic) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "“1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivd) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iib) above; (ve) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vif) in Unless the absence of an effective registration statement Option Shares have been registered under the 1933 ActSecurities Act of 1933, as amended, the certificates evidencing the Option Shares shall bear the following legend: "“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."” In addition, the certificates evidencing the Option Shares may bear the following legend: “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of April 3, 2002, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.”

Employee Representations. The Employee hereby represents and warrants to the Company that: (i) he the Employee is acquiring the Option and shall acquire the Option Shares for his the Employee’s own account and not with a view towards the distribution thereof; (ii) he the Employee has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) within the last 24 twenty-four (24) months and all reports issued by the Company to its stockholdersshareholders; (iii) he the Employee understands that he the Employee must bear the economic risk of the investment in the Option Shares, which cannot be sold by him the Employee unless they are registered under the Securities Act of 1933 1933, as amended (the "1933 “Securities Act") ”), or an exemption therefrom is available thereunder and thereunder; provided that the Employee understands that the Company is under no obligation to register the Option Shares for sale under the 1933 Securities Act; (iv) in his the Employee’s position with the Company, he the Employee has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he the Employee is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Securities Act or an exemption therefrom as provided herein; and; (vi) in the absence of an effective registration statement under the 1933 Securities Act, the certificates evidencing the Option Shares Share Certificates shall bear the following legend: "“The shares securities represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares , as amended, or applicable state securities laws and may not be sold or transferred in the absence of such registration or pursuant to an exemption therefrom under said ActAct and such laws, supported by an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such registration is not required."” (vii) the Employee understands that the Share Certificates shall also bear the following legend: “The shares represented by this certificate have been acquired pursuant to a Restricted Stock Agreement, dated as of September 8, 2011, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof.” (viii) the Employee has received a copy of the Plan and understands the Employee’s rights with respect to the Shares shall, in all respects, be subject to the terms and conditions of the Plan and this Agreement; and (ix) the Employee is aware of and understands that the Employee is subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement.