Common use of Grantee Representations Clause in Contracts

Grantee Representations. In connection with the issuance of the Restricted Shares, Grantee represents the following: (a) Grantee hereby acknowledges that Grantee has been informed that, with respect to the issuance of the Restricted Shares, an election may be filed by Grantee with the Internal Revenue Service, within thirty (30) days of the issuance of the Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Restricted Shares on the Date of the Grant. Grantee acknowledges that Grantee has sought the advice of Grantee’s own tax advisors in connection with the issuance of the Restricted Shares and the advisability of such election under Section 83(b) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETO. (b) Grantee has reviewed with Grantee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee has received, read and understood this Agreement, the Plan and the prospectus describing the material terms of the Plan, and agrees to abide by and be bound by their respective terms and conditions.

Grantee Representations. In connection with the issuance of the Restricted Shares, Grantee represents the following: (a) The Grantee hereby acknowledges that Grantee has been informed that, with respect represents and warrants to the issuance Company that: (i) the Grantee understands and accepts that the grant of Restricted Stock by the Restricted Shares, an election may Company to the Grantee is intended to be filed exempt from registration under the 1933 Act by Grantee with the Internal Revenue Service, within thirty (30) days virtue of the issuance of the Restricted Shares, electing pursuant to Section 83(b4(2) of the Internal Revenue Code 1933 Act; (ii) the Grantee understands and accepts that the grant of 1986, as amended (Restricted Stock by the “Code”), Company to the Grantee is intended to be taxed currently on exempt from registration under the fair market value securities laws of the state or states in which the grant of such Restricted Shares on Stock is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the Date shares of Restricted Stock of the Grant. Company acquired by the Grantee acknowledges that Grantee has sought the advice of Grantee’s hereunder are being acquired solely for his own tax advisors account, for investment purposes only and not with a view to, or for sale in connection with the issuance of the Restricted Shares and the advisability of with, any distribution (as such election under term is used in Section 83(b2(11) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b0000 Xxx) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETO. of such shares of Restricted Stock nor with the present intention of distributing or selling any of such shares of Restricted Stock; (biv) the Grantee has reviewed with Grantee’s own tax advisorsmade a detailed inquiry concerning the Company and its business and services, officers and personnel, including the federal, state, local and foreign tax consequences of this Agreement ongoing governmental investigations and the transactions contemplated hereby. investigation by special committee of the Board (“Special Committee”); (v) the Company has made available to the Grantee, or such Grantee is relying solely on such advisors has had access to, any and not on any statements all information, financial or representations otherwise, concerning the Company and its businesses and services, officers and personnel which the Grantee has requested or deemed relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Grantee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the shares of Restricted Stock of the Company and to make an informed investment decision with respect thereto; (vii) the Grantee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Grantee can bear a complete loss of the value of the shares of Restricted Stock and is able to bear the economic risks of holding the Restricted Stock for an indefinite period. The Grantee also understands that his shares of Restricted Stock have not been registered under the 1933 Act or any applicable state securities laws and regulations and that such shares of its agentsRestricted Stock cannot be transferred or sold unless an exemption from registration under federal and any applicable state securities laws and regulations is available. The Grantee understands further acknowledges that Grantee (if an exemption from registration is available, it may be conditioned on various requirements including, but not limited to, the time and not manner of sale, the Company) shall be responsible holding period for the shares of Restricted Stock, and on information and other requirements relating to the Company which are outside of the Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated herebycontrol. (c) Grantee has received, read and understood this Agreement, the Plan and the prospectus describing the material terms of the Plan, and agrees to abide by and be bound by their respective terms and conditions.

Grantee Representations. In connection with The Grantee hereby represents and warrants to the issuance of the Restricted Shares, Grantee represents the followingCompany that: (a) Grantee hereby is acquiring the Restricted Stock Units and shall acquire the Shares for his or her own account and not with a view towards the distribution thereof; (b) Grantee 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 12 months and all reports issued by the Company to its stockholders and the prospectus materials, if any, relating to the Plan; (c) Grantee understands that Grantee must bear the economic risk of the investment in the Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the “Securities Act”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Shares for sale under the Securities Act; (d) in Grantee’s position with the Company, Grantee has had both the opportunity to ask questions and receive answers from the officers and other employees 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 (b) above; (e) Grantee is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Shares in the absence of registration under the Securities Act or an exemption therefrom; (f) Grantee is aware of and understands that Grantee is subject to the Xxxxxxx Xxxxxxx Policy of the Company and has received a copy of such policy as of the date of this Agreement; and (g) Grantee acknowledges that Grantee has been informed of the applicable provisions of Rule 144 promulgated under the Securities Act, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (ii) the Company must be at the time of sale and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three month period must not exceed the volume limitations contained in Rule 144; and (v) prior notice of an intended sale must be fully filed with the Securities and Exchange Commission in the manner prescribed by law. Grantee realizes that, with respect in the event Rule 144 is not available, registration under the Securities Act or an exemption therefrom will 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, Grantee understands that, if the issuance terms and conditions of Rule 144 are not fully met, sale of the Restricted Shares, an election shares acquired hereby may not be filed by Grantee with the Internal Revenue Service, within thirty (30) days of the issuance of the Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Restricted Shares on the Date of the Grant. Grantee acknowledges that Grantee has sought the advice of Grantee’s own tax advisors in connection with the issuance of the Restricted Shares and the advisability of such election under Section 83(b) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETOreadily possible. (b) Grantee has reviewed with Grantee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee has received, read and understood this Agreement, the Plan and the prospectus describing the material terms of the Plan, and agrees to abide by and be bound by their respective terms and conditions.

Grantee Representations. In connection Grantee hereby represents and warrants to the Company that: 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; 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, within the last 24 months and all reports issued by the Company to its stockholders; 11.4. he understands that he is subject to the Company’s Ixxxxxx Xxxxxxx 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 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; 11.6. in his position with CSS, 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 Section 11.3 above; 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 11.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the Restricted Shares1933 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.” 11.9. As a condition for receiving any award, Grantee represents the following: (a) Grantee hereby acknowledges that Grantee has been informed that, with respect explicitly and unambiguously consents to the issuance collection, use and transfer, in electronic or other form, of the Restricted Sharespersonal data as described in this paragraph by and among CSS exclusively for implementing, an election may be filed by Grantee with the Internal Revenue Service, within thirty (30) days of the issuance of the Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Restricted Shares on the Date of the Grant. Grantee acknowledges that Grantee has sought the advice of administering and managing Grantee’s own tax advisors participation in connection with the issuance of Plan. CSS may hold certain personal information about Grantee to implement, manage and administer the Restricted Shares Plan and the advisability of such election under Section 83(b) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETO. (b) Grantee has reviewed with awards, including Grantee’s own tax advisorsname, the federaladdress and telephone number; birthdate; social security, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on insurance number or other identification number; salary; nationality; job title(s); any statements or representations of shares held in the Company or any of its agentsParent, Subsidiaries and Affiliates; and award details, (collectively, the “Data”). Grantee understands that Grantee (The Company and not its Parent, Subsidiaries and Affiliates may transfer the Company) shall be responsible for Data amongst themselves as necessary to implement, administer and manage Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee has received, read and understood this Agreement, the Plan and the prospectus describing the material terms of participation in the Plan, and the Company and its Subsidiaries and Affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in Grantee’s country, or elsewhere, and Grantee’s country may have different data privacy laws and protections than the recipients’ country. By accepting an award, Grantee authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage Grantee’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or Grantee may elect to deposit any shares. The Data related to Grantee will be held only as long as necessary to implement, administer, and manage Grantee’s participation in the Plan. Grantee may, at any time, view the Data that CSS holds regarding Grantee, request additional information about the storage and processing of the Data regarding Grantee, recommend any necessary corrections to the Data regarding Grantee or refuse or withdraw the consents in this Section 11.9 in writing, without cost, by contacting the local human resources representative. The Company may cancel Grantee’s ability to participate in the Plan and, in the Company’s discretion, Grantee may be required to forfeit any outstanding awards if Grantee refuses or withdraws the consents in this Section 11.9. For more information on the consequences of refusing or withdrawing consent, Grantee may contact the Company’s human resources representative. 11.10. Grantee acknowledges and agrees that the Board’s determinations under the Plan need not be uniform and may be made by it selectively among persons who are eligible to abide by receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee shall be entitled to make non-uniform and be bound by their respective terms selective determinations, amendments and conditionsadjustments, and to enter into non-uniform and selective Award Agreements.

Grantee Representations. In connection The Grantee hereby represents and warrants to the Company that the Grantee: 10.1. is acquiring the Option and shall acquire the Option Shares for their own account and not with a view towards the distribution thereof; 10.2. has received a copy of the Plan as in effect as of the date of this Agreement; 10.3. 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; 10.4. understands that the Grantee is subject to the Company’s Ixxxxxx Xxxxxxx Policy and has received a copy of such policy as of the date of this Agreement; 10.5. understands that the Grantee must bear the economic risk of the investment in the Option Shares, which cannot be sold by the Grantee unless they are registered under the Securities Act of 1933 (“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; 10.6. in their position with the Company, 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 Section 10.3 above; 10.7. 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 10.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the Restricted Shares1933 Act, Grantee represents the following: (a) Grantee hereby acknowledges that Grantee has certificates evidencing the Option Shares shall bear the following legends: “The shares represented by this certificate have been informed that, with respect 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 the issuance a Stock Option Agreement dated as of the Restricted Shares“Grant Date”, an election may be filed by Grantee a copy of which is on file with the Internal Revenue ServiceCompany, within thirty (30) days and may not be transferred, pledged or disposed of the issuance of the Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Restricted Shares on the Date of the Grant. Grantee acknowledges that Grantee has sought the advice of Grantee’s own tax advisors except in connection accordance with the issuance of the Restricted Shares and the advisability of such election under Section 83(b) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETO. (b) Grantee has reviewed with Grantee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee has received, read and understood this Agreement, the Plan and the prospectus describing the material terms of the Plan, and agrees to abide by and be bound by their respective terms and conditionsconditions thereof.”

Grantee Representations. In connection The Grantee hereby represents and warrants to the Company that: 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; 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, within the last 24 months and all reports issued by the Company to its stockholders; 11.4. he understands that he is subject to the Company’s Ixxxxxx Xxxxxxx 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 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; 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 Section 11.3 above; 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 11.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the Restricted Shares1933 Act, Grantee represents the following: (a) Grantee hereby acknowledges that Grantee has certificates evidencing the Option Shares shall bear the following legends: “The shares represented by this certificate have been informed thatacquired 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 20, with respect to the issuance 2017, a copy of the Restricted Shares, an election may be filed by Grantee which is on file with the Internal Revenue ServiceCompany, within thirty (30) days and may not be transferred, pledged or disposed of the issuance of the Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Restricted Shares on the Date of the Grant. Grantee acknowledges that Grantee has sought the advice of Grantee’s own tax advisors except in connection accordance with the issuance of the Restricted Shares and the advisability of such election under Section 83(b) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETO. (b) Grantee has reviewed with Grantee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee has received, read and understood this Agreement, the Plan and the prospectus describing the material terms of the Plan, and agrees to abide by and be bound by their respective terms and conditionsconditions thereof.”

Grantee Representations. In connection Grantee hereby represents and warrants to the Company that: 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; 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, within the last 24 months and all reports issued by the Company to its stockholders; 11.4. he understands that he is subject to the Company’s Ixxxxxx Xxxxxxx 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 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; 11.6. in his position with CSS, 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 Section 11.3 above; 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 11.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the Restricted Shares1933 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.” 11.9. As a condition for receiving any award, Grantee represents the following: (a) Grantee hereby acknowledges that Grantee has been informed that, with respect explicitly and unambiguously consents to the issuance collection, use and transfer, in electronic or other form, of personal data as described in this paragraph by and among CSS exclusively for implementing, administering and managing Gxxxxxx’s participation in the Restricted SharesPlan. CSS may hold certain personal information about Grantee to implement, an election may be filed by Grantee with manage and administer the Internal Revenue ServicePlan and awards, within thirty (30) days of the issuance of the Restricted Sharesincluding Gxxxxxx’s name, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986address and telephone number; birthdate; social security, as amended (the “Code”insurance number or other identification number; salary; nationality; job title(s), to be taxed currently on the fair market value of such Restricted Shares on the Date of the Grant. Grantee acknowledges that Grantee has sought the advice of Grantee’s own tax advisors ; any shares held in connection with the issuance of the Restricted Shares and the advisability of such election under Section 83(b) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETO. (b) Grantee has reviewed with Grantee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee Parent, Subsidiaries and Affiliates; and award details, (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee has received, read and understood this Agreementcollectively, the Plan “Data”). The Company and its Parent, Subsidiaries and Affiliates may transfer the prospectus describing the material terms of Data amongst themselves as necessary to implement, administer and manage Gxxxxxx’s participation in the Plan, and the Company and its Subsidiaries and Affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in Grantee’s country, or elsewhere, and Gxxxxxx’s country may have different data privacy laws and protections than the recipients’ country. By accepting an award, Grantee authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage Gxxxxxx’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or Grantee may elect to deposit any shares. The Data related to Grantee will be held only as long as necessary to implement, administer, and manage Gxxxxxx’s participation in the Plan. Grantee may, at any time, view the Data that CSS holds regarding Grantee, request additional information about the storage and processing of the Data regarding Grantee, recommend any necessary corrections to the Data regarding Grantee or refuse or withdraw the consents in this Section 11.9 in writing, without cost, by contacting the local human resources representative. The Company may cancel Gxxxxxx’s ability to participate in the Plan and, in the Company’s discretion, Grantee may be required to forfeit any outstanding awards if Grantee refuses or withdraws the consents in this Section 11.9. For more information on the consequences of refusing or withdrawing consent, Gxxxxxx may contact the Company’s human resources representative. 11.10. Gxxxxxx acknowledges and agrees that the Board’s determinations under the Plan need not be uniform and may be made by it selectively among persons who are eligible to abide by receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee shall be entitled to make non-uniform and be bound by their respective terms selective determinations, amendments and conditionsadjustments, and to enter into non-uniform and selective Award Agreements.

Grantee Representations. In connection The Grantee hereby represents and warrants to the Company that: 24.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; 24.2. he has received a copy of the Plan as in effect as of the date of this Agreement; 24.3. 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, within the last 24 months and all reports issued by the Company to its stockholders; 24.4. he understands that he is subject to the Company’s Ixxxxxx Xxxxxxx Policy and has received a copy of such policy as of the date of this Agreement; 24.5. 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 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; 24.6. 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 Section 11.3 above; 24.7. 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 24.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the Restricted Shares1933 Act, Grantee represents the following: (a) Grantee hereby acknowledges that Grantee has certificates evidencing the Option Shares shall bear the following legends: “The shares represented by this certificate have been informed thatacquired 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 ______, with respect to the issuance 2016, a copy of the Restricted Shares, an election may be filed by Grantee which is on file with the Internal Revenue ServiceCompany, within thirty (30) days and may not be transferred, pledged or disposed of the issuance of the Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Restricted Shares on the Date of the Grant. Grantee acknowledges that Grantee has sought the advice of Grantee’s own tax advisors except in connection accordance with the issuance of the Restricted Shares and the advisability of such election under Section 83(b) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETO. (b) Grantee has reviewed with Grantee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee has received, read and understood this Agreement, the Plan and the prospectus describing the material terms of the Plan, and agrees to abide by and be bound by their respective terms and conditionsconditions thereof.”

Grantee Representations. In connection The Grantee shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by Chloe or the Company for compliance with applicable laws, and any issuances of Incentive Units by the Company and any issuance of Corresponding Chloe Units by Chloe hereunder shall be made in reliance upon the Restricted Shares, Grantee represents express representations and warranties of the followingGrantee: (a) The Grantee hereby acknowledges that is acquiring and will hold the Incentive Units to be issued hereunder for investment for the Grantee’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Grantee has been informed advised that the Incentive Units and the Corresponding Chloe Units to be issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of such Incentive Units or Corresponding Chloe Units is to be effected (it being understood, however, that such Incentive Units and Corresponding Chloe Units are being issued and sold in reliance on an exemption from registration under the Securities Act and applicable securities laws). In connection with the foregoing, Chloe and the Company are relying in part on the Grantee’s representations set forth in this Section 6.3 and the representations included in the Supplemental Provisions, if any. The Grantee further acknowledges and understands that the Company and Chloe are under no obligation hereunder to register the Incentive Units or the Corresponding Chloe Units to be issued hereunder. (c) The Grantee will not Transfer the Incentive Units in violation of this Unit Agreement, the LLC Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws; provided that, with respect the foregoing shall in no way limit the Grantee’s ability to Transfer the Incentive Units pursuant to the issuance provisions of the Restricted SharesLLC Agreement. The Grantee agrees that the Grantee will not Transfer the Incentive Units to be issued hereunder unless and until the Grantee has complied with all requirements of this Unit Agreement, an election may be filed by or the LLC Agreement applicable to the disposition of such Incentive Units. (d) The Grantee with has had the Internal Revenue Service, within thirty (30) days opportunity to ask questions and receive answers from the Company and Chloe concerning the terms and conditions of the issuance of the Restricted SharesIncentive Units and Corresponding Chloe Units and to obtain any additional information which the Company or Chloe possesses or can acquire without unreasonable effort or expense that the Grantee has requested. (e) The Grantee is an experienced and sophisticated investor and has such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Incentive Units and the Corresponding Chloe Units. The Grantee is aware that the Incentive Units and the Corresponding Chloe Units are a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Grantee is able, electing pursuant without impairing the Grantee’s financial condition, to Section 83(b) hold the Incentive Units and the Corresponding Chloe Units to be issued hereunder for an indefinite period and to suffer a complete loss of the Internal Revenue Code of 1986, as amended Grantee’s investment in such Incentive Units and Corresponding Chloe Units. (the “Code”), to be taxed currently f) The Grantee has only relied on the fair market value of such Restricted Shares on advice of, or has consulted with, the Date of the Grant. Grantee acknowledges that Grantee has sought the advice of Grantee’s own legal, financial and tax advisors in connection with advisors, and the issuance determination of the Restricted Shares Grantee to acquire the Incentive Units and the Corresponding Chloe Units pursuant to this Unit Agreement has been made by the Grantee independent of any statements or opinions as to the advisability of such election under Section 83(bacquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETO. (b) Grantee has reviewed with Grantee’s own tax advisorsChloe, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee their respective Subsidiaries which may have been made or given by any other Person (including all Persons acquiring Incentive Units on the date hereof) or by any agent or employee of such Person and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee has received, read and understood this Agreement, the Plan and the prospectus describing the material terms independent of the Plan, and agrees fact that any other Person has decided to abide by and be bound by their respective terms and conditionsbecome a holder of Incentive Units.

Grantee Representations. In connection with the issuance of the Restricted Shares, Grantee represents the following: (a) Grantee hereby acknowledges that Grantee has been informed that, with respect to the issuance of the Restricted Shares, an election may be filed by Grantee with the Internal Revenue Service, within thirty (30) days of the issuance of the such Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Restricted Shares on the Date date of the Grantpurchase. Grantee Gxxxxxx acknowledges that Grantee Gxxxxxx has sought the advice of GranteeGxxxxxx’s own tax advisors in connection with the issuance of the Restricted Shares and the advisability of filing of such election under Section 83(b) of the Code. GRANTEE GXXXXXX ACKNOWLEDGES THAT IT IS GRANTEEGXXXXXX’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION OBLIGATIONS WITH RESPECT THERETO. (b) Grantee Gxxxxxx has reviewed with GranteeGxxxxxx’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee Gxxxxxx understands that Grantee (and not the Company) shall be responsible for GranteeGxxxxxx’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee Gxxxxxx has receivedreviewed, read and understood this Agreement, the Plan Agreement and the prospectus describing the material terms of the Plan, Incentive Plan and agrees to abide by and be bound by their respective terms and conditions.

Grantee Representations. In connection with the issuance of the Restricted Shares, The Grantee represents to the Company the following: (a) Grantee hereby acknowledges that Grantee has been informed that, with respect to the issuance of the Restricted Shares, an election may be filed by Grantee with the Internal Revenue Service, within thirty (30) days of the issuance of the Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Restricted Shares on the Date of the Grant6.1. The Grantee acknowledges that Grantee has sought the advice of Grantee’s own tax advisors in connection with the issuance of the Restricted Shares and the advisability of such election under Section 83(b) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETO. (b) Grantee has reviewed with Grantee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee has received, read and understood this Agreement, the Plan and the prospectus describing the material terms of the Plan, Agreement and agrees to abide by and be bound by their respective terms and conditions. 6.2. The Grantee understands that the Restricted Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to receive the Restricted Shares. All of the information which the Grantee has provided to the Company is true, correct and complete as of the date this Agreement is signed. 6.3. If, at the time of grant of the Restricted Shares, there does not exist a registration statement under the Securities Act, which registration statement shall have become effective and is current with respect to the Restricted Shares, the Grantee acknowledges that the Restricted Shares to be issued to the Grantee must be held indefinitely unless subsequently registered and qualified under the Securities Act, or unless an exemption from registration and qualification is otherwise available. 6.4. The Grantee acknowledges that the Restricted Shares may be subject to such restrictions, conditions or limitations as the Company determines appropriate as to the timing and manner of any resales by the Grantee or other subsequent transfers by the Grantee of any Restricted Shares, including without limitation (a) restrictions under an xxxxxxx xxxxxxx policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by the Grantee, and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers. 6.5. The Grantee is purchasing the Restricted Shares for the Grantee’s own account and not with a view to the resale or distribution thereof. At no time was the Grantee presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and issue of the Restricted Shares. The Grantee is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and is not affiliated with any broker-dealer registered under Section 15 of the Exchange Act. 6.6. If the Grantee is a U.S. Person (as such term is defined in Rule 902(k) of Regulation S (as defined below)), at the time the Grantee was offered the Restricted Shares, the Grantee was, and at the date hereof is, an “accredited investor” as defined in Rule 501(a) under the Securities Act, and has initialed the category of Accredited Investor applicable to the Grantee on the Grantee Questionnaire attached as Exhibit A to this Agreement. 6.7. If the Grantee is not a U.S. Person (as such term is defined in Rule 902(k) of Regulation S), the Grantee shall initial the category for foreign persons on the Grantee Questionnaire attached as Exhibit A to the Agreement and the Grantee: (a) is familiar with and understands the terms and conditions and requirements contained in Regulation S promulgated under the Securities Act (“Regulation S”), and specifically, without limitation, the Grantee understands that the statutory basis for the exemption claimed for the sale of the Restricted Shares would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act; (b) acknowledges that the certificate(s) or book entry account representing or evidencing the Restricted Shares contain a customary restrictive legend restricting the offer, sale or transfer of any Restricted Shares except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; (c) represents that the offer to purchase the Restricted Shares was made to the Grantee outside of the United States, and the Grantee was, at the time of the offer and will be, at the time of the sale and is now, outside the United States; (d) has not engaged in or directed any unsolicited offers to purchase Restricted Shares in the United States; (e) is neither a U.S. Person nor a Distributor (as such term is defined in Rule 902(d) of Regulation S); and (f) agrees that any subsequent offer for sale or sale of any such Restricted Shares shall be made pursuant to either (i) a registration statement under the Securities Act, which registration statement shall have become effective and shall be current with respect to the Restricted Shares being offered and sold, or (ii) an exemption from the registration statement requirements of the Securities Act, including the provisions of Regulation S, provided that Grantee is not a U.S. Person, is not acquiring the Restricted Shares for the account or benefit of a U.S. Person, is the sole beneficial owner of the Restricted Shares and has not pre-arranged any sale with an investor in the United States, will resell the Restricted Shares only in accordance with the provisions of Regulation S and will not engage in any hedging transactions with regard to the Restricted Shares unless in compliance with the Securities Act, but in claiming the exemption in (ii), the Grantee shall, prior to any offer for sale or sale of such Restricted Shares, obtain a favorable written opinion from counsel for or reasonably approved by the Company as to the applicability of such exemption, and the certificate evidencing such Restricted Shares shall bear an additional legend to the effect of the foregoing substantially as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF OTHER THAN IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM THE REGISTRATION STATEMENT REQUIREMENTS OF THE SECURITIES ACT, INCLUDING THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES TO THE EXTENT PERMITTED BY APPLICABLE FEDERAL AND STATE SECURITIES LAWS.”

Grantee Representations. In connection The Grantee hereby represents and warrants to the Company that: 10.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof; 10.2. he has received a copy of the Plan as in effect as of the date of this Agreement; 10.3. he has received a copy of all reports and documents required to be filed by the Parent of 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; 10.4. he understands that he is subject to the Company’s ixxxxxx xxxxxxx policy, if any, and has received a copy of such policy as of the date of this Agreement; 10.5. 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 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; 10.6. 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 Section 11.3 above; 10.7. 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 10.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the Restricted Shares1933 Act, Grantee represents the following: (a) Grantee hereby acknowledges that Grantee has certificates evidencing the Option Shares shall bear the following legends: “The shares represented by this certificate have been informed thatacquired 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 ________, with respect to the issuance a copy of the Restricted Shares, an election may be filed by Grantee which is on file with the Internal Revenue ServiceCompany, within thirty (30) days and may not be transferred, pledged or disposed of the issuance of the Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Restricted Shares on the Date of the Grant. Grantee acknowledges that Grantee has sought the advice of Grantee’s own tax advisors except in connection accordance with the issuance of the Restricted Shares and the advisability of such election under Section 83(b) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETO. (b) Grantee has reviewed with Grantee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee has received, read and understood this Agreement, the Plan and the prospectus describing the material terms of the Plan, and agrees to abide by and be bound by their respective terms and conditionsconditions thereof.”

Grantee Representations. In connection The Grantee hereby represents and warrants to the Company that: 11.1. he is acquiring the Restricted Stock for his own account and not with a view towards the distribution thereof; 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 issuance Securities and Exchange Commission pursuant to the Exchange Act, within the last 24 months and all reports issued by the Company to its stockholders; 11.4. he understands that he is subject to the Company’s Ixxxxxx Xxxxxxx 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 Restricted Stock, which cannot be sold by him unless they are registered under the Securities Act of 1933 (“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; 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 Section 9.3 above; 11.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Restricted SharesStock in the absence of registration under the 1933 Act or an exemption therefrom as provided herein, Grantee represents and for so long as the following:Restricted Stock is unvested; and (a) Grantee hereby acknowledges 11.8. he is aware that Grantee has been informed the certificates evidencing the Restricted Stock 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 11.9. he is aware that, with respect to the issuance of for so long as the Restricted SharesStock remains unvested, an election may be filed by Grantee with the Internal Revenue Service, within thirty (30) days of the issuance of certificates evidencing the Restricted SharesStock shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A RESTRICTED STOCK AGREEMENT DATED AS OF [●], electing pursuant to Section 83(b) of the Internal Revenue Code of 1986A COPY OF WHICH IS ON FILE WITH THE COMPANY, as amended (the “CodeAND MAY NOT BE TRANSFERRED, PLEDGED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS THEREOF.”), to be taxed currently on the fair market value of such Restricted Shares on the Date of the Grant. Grantee acknowledges that Grantee has sought the advice of Grantee’s own tax advisors in connection with the issuance of the Restricted Shares and the advisability of such election under Section 83(b) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETO. (b) Grantee has reviewed with Grantee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee has received, read and understood this Agreement, the Plan and the prospectus describing the material terms of the Plan, and agrees to abide by and be bound by their respective terms and conditions.

Grantee Representations. In connection The Grantee hereby represents and warrants to the Company that: 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; 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, within the last 24 months and all reports issued by the Company to its stockholders; 11.4. he understands that he is subject to the Company’s Ixxxxxx Xxxxxxx 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 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; 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 Section 11.3 above; 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 11.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the Restricted Shares1933 Act, Grantee represents the following: (a) Grantee hereby acknowledges that Grantee has certificates evidencing the Option Shares shall bear the following legends: “The shares represented by this certificate have been informed thatacquired 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 ______, with respect to the issuance 2016, a copy of the Restricted Shares, an election may be filed by Grantee which is on file with the Internal Revenue ServiceCompany, within thirty (30) days and may not be transferred, pledged or disposed of the issuance of the Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Restricted Shares on the Date of the Grant. Grantee acknowledges that Grantee has sought the advice of Grantee’s own tax advisors except in connection accordance with the issuance of the Restricted Shares and the advisability of such election under Section 83(b) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETO. (b) Grantee has reviewed with Grantee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee has received, read and understood this Agreement, the Plan and the prospectus describing the material terms of the Plan, and agrees to abide by and be bound by their respective terms and conditionsconditions thereof.”