Common use of Investor Representations, Warranties and Covenants Clause in Contracts

Investor Representations, Warranties and Covenants. (a) The Executive hereby represents and warrants to the Company that: (1) the Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has taken all requisite action to authorize the execution, delivery and performance of this Agreement, and this Agreement has been duly executed by the Executive; (2) the execution, delivery and performance of this Agreement by the Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject; (3) the Executive will not, as of the Closing Date, be a party to or be bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other Person; (4) upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a legal, valid and binding obligation of the Executive, enforceable in accordance with its terms; (5) the Executive as of the Closing Date will be a continuing employee of the Company or one of its Affiliates; (6) the Deferred Common Stock Units and the Deferred Preferred Units to be issued to the Executive pursuant to this Agreement and the Participant Securities which may be acquired by the Executive are being acquired for Executive's own account, for investment only and not with a view to, or an intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (7) the Executive has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment in the Participant Securities; (8) the Executive has no need for liquidity in his or her investment in the Participant Securities and is able to bear the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Participant Securities in a transaction exempt from the registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (9) the Executive understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Executive) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10) the Executive understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution of the Participant Securities shall not be permitted by the terms of the Investor Rights Agreement, unless certain conditions are met; (11) the Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance. (b) As an inducement to the Company to issue the Participant Securities to the Executive and as a condition thereto, the Executive shall, as of the Closing Date, execute and deliver to the other parties thereto the Investor Rights Agreement. (c) Executive acknowledges that the securities issuable pursuant to the Deferred Compensation Plan are subject to certain repurchase rights as set forth in the Investor Rights Agreement.

Investor Representations, Warranties and Covenants. (a) The Executive hereby represents Each Investor represents, warrants, covenants and warrants to agrees as follows as of the Company thatdate hereof and as of the Closing: (1) Investor has received and reviewed copies of the Executive has Registration Statement and the Prospectus, including all requisite power documents and authority to execute information incorporated by reference therein and deliver this Agreement and to consummate the transactions contemplated hereby and has taken all requisite action to authorize the execution, delivery and performance of this Agreementamendments thereto, and this Agreement understands that no Person has been duly executed authorized to give any information or to make any representations that were not contained in the Registration Statement and the Prospectus, and Investor has not relied on any such other information or representations in making a decision to purchase the Investor Shares. Investor hereby consents to receiving delivery of the Registration Statement and the Prospectus, including all documents and information incorporated by reference therein and amendments thereto, by electronic mail. Investor understands that an investment in the Executive;Company involves a high degree of risk for the reasons, among others, set forth under the caption “Risk Factors” in the Prospectus. (2) Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the executionaccuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its investment decision, delivery and performance of Investor has not relied on any representation or information, as the case may be, not set forth in this Agreement by Agreement, the Executive does not and will not, with or without notice Registration Statement or the passage of timeProspectus, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order Person affiliated with the Company or decree on the fact that any other Person has decided to which purchase the Executive is subject;Offered Shares. (3) the Executive will not, as of the Closing Date, be a party to or be bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other Person; (4) upon the The execution and delivery of this Agreement by the Company Investor and the Executive, performance of this Agreement and the consummation by Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action of Investor, as applicable, and this Agreement, when duly executed and delivered by Investor, will be constitute a legal, valid and legally binding obligation of the Executiveinstrument, enforceable in accordance with its terms; (5) the Executive terms against Investor, except as of the Closing Date will be a continuing employee of the Company or one of its Affiliates; (6) the Deferred Common Stock Units and the Deferred Preferred Units to be issued to the Executive pursuant to this Agreement and the Participant Securities which enforcement hereof may be acquired limited by the Executive are being acquired for Executive's own account, for investment only and not with a view to, or an intention of, distribution thereof in violation effect of the Securities Act, or any applicable state securities lawsbankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and will not be disposed except as enforcement hereof is subject to general principles of in contravention equity (regardless of the Securities Act or any applicable state securities laws; (7) the Executive has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment in the Participant Securities; (8) the Executive has no need for liquidity in his or her investment in the Participant Securities and whether enforcement is able to bear the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Participant Securities considered in a transaction exempt from the registration and qualification requirements of the Securities Act proceeding in equity or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (9) the Executive understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Executive) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10) the Executive understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution of the Participant Securities shall not be permitted by the terms of the Investor Rights Agreement, unless certain conditions are met; (11) the Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such relianceat law). (b) As an inducement to the Company to issue the Participant Securities to the Executive and as a condition thereto, the Executive shall, as of the Closing Date, execute and deliver to the other parties thereto the Investor Rights Agreement. (c) Executive acknowledges that the securities issuable pursuant to the Deferred Compensation Plan are subject to certain repurchase rights as set forth in the Investor Rights Agreement.

Investor Representations, Warranties and Covenants. (a) The Executive hereby represents Each Investor, severally and not jointly, represents, warrants to the Company thatand agrees as follows: (1) Investor has received copies of the Executive has Registration Statement and the Prospectus, including all requisite power documents and authority to execute information incorporated by reference therein and deliver this Agreement and to consummate the transactions contemplated hereby and has taken all requisite action to authorize the execution, delivery and performance of this Agreementamendments thereto, and this Agreement understands that no Person has been duly executed authorized to give any information or to make any representations that were not contained in the Registration Statement and the Prospectus, and Investor has not relied on any such other information or representations in making a decision to purchase the Investor Shares. Investor hereby consents to receiving delivery of the Registration Statement and the Prospectus, including all documents and information incorporated by the Executive;reference therein and any amendments thereto, by electronic mail. (2) Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the executionaccuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its investment decision, delivery and performance of Investor has not relied on any representation or information not set forth in this Agreement by Agreement, the Executive does not and will not, with or without notice Registration Statement or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject;Prospectus. (3) the Executive will not, as of the Closing Date, be a party to or be bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other Person; (4) upon the The execution and delivery of this Agreement by the Company Investor and the Executive, performance of this Agreement and the consummation by Investor of the transactions contemplated hereby have been duly authorized by all necessary (corporate, partnership or limited liability in the case of a corporation, partnership or limited liability company) action of Investor, and this Agreement, when duly executed and delivered by Investor, will be constitute a legal, valid and legally binding obligation of the Executiveinstrument, enforceable in accordance with its terms; (5) the Executive terms against Investor, except as of the Closing Date will be a continuing employee of the Company or one of its Affiliates; (6) the Deferred Common Stock Units and the Deferred Preferred Units to be issued to the Executive pursuant to this Agreement and the Participant Securities which enforcement hereof may be acquired limited by the Executive are being acquired for Executive's own account, for investment only and not with a view to, or an intention of, distribution thereof in violation effect of the Securities Act, or any applicable state securities lawsbankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and will not be disposed except as enforcement hereof is subject to general principles of in contravention equity (regardless of the Securities Act or any applicable state securities laws; (7) the Executive has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment in the Participant Securities; (8) the Executive has no need for liquidity in his or her investment in the Participant Securities and whether enforcement is able to bear the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Participant Securities considered in a transaction exempt from the registration and qualification requirements of the Securities Act proceeding in equity or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (9) the Executive understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Executive) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10) the Executive understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution of the Participant Securities shall not be permitted by the terms of the Investor Rights Agreement, unless certain conditions are met; (11) the Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such relianceat law). (b4) As an inducement No state, federal or foreign regulatory approvals, permits, licenses or consents are required for Investor to the Company to issue the Participant Securities to the Executive and as a condition thereto, the Executive shall, as of the Closing Date, execute and deliver to the other parties thereto enter into this Agreement or purchase the Investor Rights AgreementShares. (c) Executive acknowledges that the securities issuable pursuant to the Deferred Compensation Plan are subject to certain repurchase rights as set forth in the Investor Rights Agreement.

Investor Representations, Warranties and Covenants. (a) The Executive Each Non-Apollo Group Holder hereby represents and warrants to the Company that: (1a) the Executive Non-Apollo Group Holder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has taken all requisite action to authorize the execution, delivery and performance of this Agreement, and this Agreement has been duly executed by the ExecutiveNon-Apollo Group Holder; (2b) the execution, delivery and performance of this Agreement by the Executive Non-Apollo Group Holder does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive Non-Apollo Group Holder is a party or any judgment, order or decree to which the Executive Non-Apollo Group Holder is subject; (3) the Executive will not, as of the Closing Date, be a party to or be bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other Person; (4c) upon the execution and delivery of this Agreement by the Company and the ExecutiveNon-Apollo Group Holder, this Agreement will be a legal, valid and binding obligation of the ExecutiveNon-Apollo Group Holder, enforceable in accordance with its terms; (5d) the Executive Non-Apollo Group Holder as of the Closing Date date hereof will be a continuing employee of the Company or one of its Affiliates; (6e) the Deferred Common Stock Units Shares, the Options and the Deferred Preferred Units to be issued to the Executive pursuant to this Agreement and the Participant any Securities which may be acquired by the Executive Non-Apollo Group Holder upon the payment of such Deferred Shares or the exercise of such Options are being acquired for Executive's such Non-Apollo Group Holder’s own account, for investment only and not with a view to, or an intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (7f) the Executive Non-Apollo Group Holder has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment in the Participant Securities; (8) g) the Executive Non-Apollo Group Holder has no need for liquidity in his or her investment in the Participant Securities and is able to bear the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that that, the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Participant Securities in a transaction exempt from the registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (9h) the Executive Non-Apollo Group Holder understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the ExecutiveNon-Apollo Group Holder) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10i) the Executive Non-Apollo Group Holder understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution Transfer of the Participant Securities shall may not be permitted by the terms of the Investor Rights this Agreement, unless certain conditions are met; (11j) the Executive Non-Apollo Group Holder understands that the Company will rely upon the accuracy and truth of the representations and warranties of the Executive Non-Apollo Group Holder set forth herein and the Executive Non-Apollo Group Holder consents to such reliance. (b) As an inducement to the Company to issue the Participant Securities to the Executive and as a condition thereto, the Executive shall, as of the Closing Date, execute and deliver to the other parties thereto the Investor Rights Agreement. (c) Executive acknowledges that the securities issuable pursuant to the Deferred Compensation Plan are subject to certain repurchase rights as set forth in the Investor Rights Agreement.

Investor Representations, Warranties and Covenants. (a) The Executive hereby represents Each Investor represents, warrants, covenants and warrants to agrees as follows as of the Company thatdate hereof and as of the Closing: (1) Investor has received and reviewed copies of the Executive Registration Statement and the Prospectus, including all documents and information incorporated by reference therein and amendments thereto, and understands that no Person has all requisite power been authorized to give any information or to make any representations that were not contained in the Registration Statement and authority to execute the Prospectus, and deliver this Agreement Investor has not relied on any such other information or representations (other than the Company’s statements, representations and to consummate the transactions contemplated hereby and has taken all requisite action to authorize the execution, delivery and performance of warranties set forth in this Agreement) in making a decision to purchase the Offered Shares. Investor hereby consents to receiving delivery of the Registration Statement and the Prospectus, including all documents and this Agreement has been duly executed information incorporated by reference therein and amendments thereto, by electronic mail. Investor understands that an investment in the Executive;Company involves a high degree of risk for the reasons, among others, set forth under the caption “Risk Factors” in the Prospectus. (2) Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the executionaccuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its investment decision, delivery and performance of Investor has not relied on any representation or information, as the case may be, not set forth in this Agreement by Agreement, the Executive does not and will not, with or without notice Registration Statement or the passage of timeProspectus, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order Person affiliated with the Company or decree on the fact that any other Person has decided to which purchase the Executive is subject;Offered Shares. (3) the Executive will not, as of the Closing Date, be a party to or be bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other Person; (4) upon the The execution and delivery of this Agreement by the Company Investor and the Executive, performance of this Agreement and the consummation by Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action of Investor, as applicable, and this Agreement, when duly executed and delivered by Investor, will be constitute a legal, valid and legally binding obligation of the Executiveinstrument, enforceable in accordance with its terms;terms against Investor, except as enforcement hereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and except as enforcement hereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (54) Except for rights to purchase the Executive as of the Closing Date will be a continuing employee of the Company or one of its Affiliates; (6) the Deferred Common Stock Units and the Deferred Preferred Units to be issued to the Executive Offered Shares pursuant to this Agreement and the Participant Securities which may be acquired by the Executive are being acquired except for Executive's own account, for investment only and not with a view to, any rights to purchase or an intention of, distribution thereof in violation receive shares of the Securities Act, or any applicable state securities laws, and will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (7) the Executive has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment in the Participant Securities; (8) the Executive has no need for liquidity in his or her investment in the Participant Securities and is able to bear the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Participant Securities in a transaction exempt from the registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (9) the Executive understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Executive) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10) the Executive understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution of the Participant Securities shall not be permitted by the terms of the Investor Rights Agreement, unless certain conditions are met; (11) the Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance. (b) As an inducement to the Company to issue the Participant Securities to the Executive and as a condition thereto, the Executive shall, as of the Closing Date, execute and deliver to the other parties thereto the Investor Rights Agreement. (c) Executive acknowledges that the securities issuable Common Stock pursuant to the Deferred Compensation Plan are subject to certain repurchase rights Backstop Purchase Agreement and except as set forth in on Schedule 4(a)(4) hereto, Investor does not own any equity securities of the Investor Rights AgreementCompany, any options or warrants to acquire such securities, any securities exercisable for, convertible into or exchangeable for such securities, or own or possess any other right (contractual or otherwise) to purchase or acquire such securities. The Company acknowledges the Investors’ rights under the Note Purchase Agreement to acquire debt securities of the Company.

Investor Representations, Warranties and Covenants. (a) The Executive hereby represents Each Investor represents, warrants, covenants and warrants to agrees as follows as of the Company thatdate hereof and as of the Closing: (1) Investor has received and reviewed copies of the Executive has Registration Statement and the Prospectus, including all requisite power documents and authority to execute information incorporated by reference therein and deliver this Agreement and to consummate the transactions contemplated hereby and has taken all requisite action to authorize the execution, delivery and performance of this Agreementamendments thereto, and this Agreement understands that no Person has been duly executed authorized to give any information or to make any representations that were not contained in the Registration Statement and the Prospectus, and Investor has not relied on any such other information or representations in making a decision to purchase the Investor Shares. Investor hereby consents to receiving delivery of the Registration Statement and the Prospectus, including all documents and information incorporated by reference therein and amendments thereto, by electronic mail. Investor understands that an investment in the Executive;Company involves a high degree of risk for the reasons, among others, set forth under the caption “Risk Factors” in the Prospectus. (2) Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the executionaccuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its investment decision, delivery and performance of Investor has not relied on any representation or information, as the case may be, not set forth in this Agreement by Agreement, the Executive does not and will not, with or without notice Registration Statement or the passage of timeProspectus, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order Person affiliated with the Company or decree on the fact that any other Person has decided to which purchase the Executive is subject;Offered Shares. (3) the Executive will not, as of the Closing Date, be a party to or be bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other Person; (4) upon the The execution and delivery of this Agreement by the Company Investor and the Executive, performance of this Agreement and the consummation by Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action of Investor, as applicable, and this Agreement, when duly executed and delivered by Investor, will be constitute a legal, valid and legally binding obligation of the Executiveinstrument, enforceable in accordance with its terms;terms against Investor, except as enforcement hereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and except as enforcement hereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (54) Except for rights to purchase the Executive as of the Closing Date will be a continuing employee of the Company or one of its Affiliates; (6) the Deferred Common Stock Units and the Deferred Preferred Units to be issued to the Executive Investor Shares pursuant to this Agreement Agreement, and the Participant Securities which may be acquired warrants to acquire shares of Common Stock issued by the Executive are being acquired Company pursuant to that certain Facility Agreement, dated as of June 17, 2009, as amended on August 5, 2010 (or warrants subsequently issued in exchange for Executive's such warrants), Investor does not own accountany equity securities of the Company, any options or warrants to acquire such securities, any securities exercisable for, convertible into or exchangeable for investment only and not with a view tosuch securities, or an intention of, distribution thereof in violation of the Securities Act, own or possess any applicable state securities laws, and will not be disposed of in contravention of the Securities Act other right (contractual or any applicable state securities laws; (7otherwise) the Executive has generally to purchase or acquire such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment in the Participant Securities; (8) the Executive has no need for liquidity in his or her investment in the Participant Securities and is able to bear the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Participant Securities in a transaction exempt from the registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (9) the Executive understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Executive) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10) the Executive understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution of the Participant Securities shall not be permitted by the terms of the Investor Rights Agreement, unless certain conditions are met; (11) the Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliancesecurities. (b) As an inducement to the Company to issue the Participant Securities to the Executive and as a condition thereto, the Executive shall, as of the Closing Date, execute and deliver to the other parties thereto the Investor Rights Agreement. (c) Executive acknowledges that the securities issuable pursuant to the Deferred Compensation Plan are subject to certain repurchase rights as set forth in the Investor Rights Agreement.

Investor Representations, Warranties and Covenants. (a) The Executive hereby represents Each Investor, severally and not jointly with the other Investors, represents, warrants to the Company thatand agrees as follows: (1) Investor has received and reviewed copies of the Executive Registration Statement and the Preliminary Prospectus, including all documents and information incorporated by reference therein and amendments thereto, and understands that no Person has all requisite power and authority been authorized to execute and deliver this Agreement and give any information or to consummate the transactions contemplated hereby and has taken all requisite action to authorize the execution, delivery and performance of make any representations that were not contained in this Agreement, the Registration Statement and this Agreement the Preliminary Prospectus, and Investor has been duly executed not relied on any such other information or representations in making a decision to purchase the Investor Shares. Investor hereby consents to receiving delivery of the Registration Statement and the Preliminary Prospectus, including all documents and information incorporated by reference therein and amendments thereto, by electronic mail. Investor understands that an investment in the Executive;Company involves a high degree of risk for the reasons, among others, set forth under the captions “RISK FACTORS” in the Prospectus. (2) Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the executionaccuracy of the information contained or incorporated by reference in the Registration Statement and the Preliminary Prospectus and its investment decision, delivery and performance of Investor has not relied on (a) any representation or information not set forth in this Agreement, the Registration Statement or the Preliminary Prospectus, (b) any Person affiliated with the Company or (c) the fact that any other Person has decided to invest in the Offered Shares. Investor understands that nothing in the Prospectus, this Agreement by the Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgmentother materials presented to such Investor in connection with the purchase and sale of the Offered Shares constitutes legal, order tax or decree to which the Executive is subject;investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor Shares. (3) the Executive This Agreement, when duly executed and delivered by Investor, will not, as of the Closing Date, be constitute a party to or be bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other Person; (4) upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a legal, valid and legally binding obligation of the Executiveinstrument, enforceable in accordance with its terms;terms against Investor, except as enforcement hereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and except as enforcement hereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (5) No state, federal or foreign regulatory approvals, permits, licenses or consents or other contractual or legal obligations are required for Investor to enter into this Agreement or purchase the Executive as of the Closing Date will be a continuing employee of the Company or one of its Affiliates;Investor Shares. (6) Each Investor, if outside the Deferred United States of America, will comply with all applicable laws and regulations in each jurisdiction where it purchases, offers, sells or delivers Offered Shares or has in its possession or distributes any offering material, in all cases at its own expense. (7) From and after obtaining the knowledge of the sale of the Investor Shares contemplated hereby, such Investor has not taken, and prior to the public announcement of the transaction (which the Company covenants and agrees shall be no later than 8:30 am on April 23, 2008) such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sole or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock Units or with respect to any security that includes, related to or derives any significant part of its value from the Common Stock, whether or not, direct or indirectly, in order to hedge its positions in the Investor Shares. (8) The execution, delivery and the Deferred Preferred Units to be issued to the Executive pursuant to performance by Investor of this Agreement and the Participant Securities which may be acquired consummation by Investor of the Executive are being acquired for Executive's own accounttransactions contemplated herein do not and shall not (i) conflict with, for investment only and not constitute a default (or an event which, with notice or lapse of time or both, would become a view todefault) under, or an intention give rise to any rights of termination, amendment, acceleration or cancellation of, distribution thereof any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which Investor is a party or is bound, (ii) create or impose any lien, charge or encumbrance on any property of the Investor under any agreement or any commitment to which Investor is party or under which Investor is bound or under which any of Investor's properties or assets are bound, or (iii) result in a violation of the Securities Actany federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable state securities lawsto Investor or by which any of Investor's properties or assets are bound or affected, except, in the case of clauses (i), (ii) and will not be disposed of (iii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in contravention the aggregate, prohibit or otherwise interfere with the ability of the Securities Act or Investor to enter into and perform its obligations under this Agreement in any applicable state securities laws; (7) the Executive has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment in the Participant Securities; (8) the Executive has no need for liquidity in his or her investment in the Participant Securities and is able to bear the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Participant Securities in a transaction exempt from the registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available;material respect. (9) the Executive understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Executive) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10) the Executive understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution of the Participant Securities The Company shall not be permitted by the terms undertake another equity financing of the Investor Rights Agreementits securities (including, unless certain conditions are met; (11) the Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance. (b) As an inducement to the Company to issue the Participant Securities to the Executive and as a condition theretobut not limited to, the Executive shall, as of the Closing Date, execute and deliver to the other parties thereto the Investor Rights Agreement. (c) Executive acknowledges that the securities issuable any additional issuances pursuant to the Deferred Compensation Plan are subject Registration Statement) prior to certain repurchase rights as set forth in April 29, 2008, except for the Investor Rights Agreementsale of up to $30 million of Common Stock pursuant to the Registration Statement.

Investor Representations, Warranties and Covenants. (a) The Executive hereby represents Each Investor represents, warrants and warrants to the Company thatagrees as follows: (1) Investor has received and reviewed copies of the Executive has Registration Statement and the Prospectus, including all requisite power documents and authority to execute information incorporated by reference therein and deliver this Agreement and to consummate the transactions contemplated hereby and has taken all requisite action to authorize the execution, delivery and performance of this Agreementamendments thereto, and this Agreement understands that no Person has been duly executed authorized to give any information or to make any representations that were not contained in the Registration Statement and the Prospectus, and Investor has not relied on any such other information or representations in making a decision to purchase the Investor Shares. Investor hereby consents to receiving delivery of the Registration Statement and the Prospectus, including all documents and information incorporated by reference therein and amendments thereto, by electronic mail. Investor understands that an investment in the Executive;Company involves a high degree of risk for the reasons, among others, set forth under the captions “RISK FACTORS” in the Prospectus. (2) Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the executionaccuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its investment decision, delivery and performance of Investor has not relied on any representation or information not set forth in this Agreement by Agreement, the Executive does not and will not, with or without notice Registration Statement or the passage of timeProspectus, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order Person affiliated with the Company or decree on the fact that any other Person has decided to which invest in the Executive is subject;Offered Shares. (3) the Executive will not, as of the Closing Date, be a party to or be bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other Person; (4) upon the The execution and delivery of this Agreement by the Company Investor and the Executive, performance of this Agreement and the consummation by Investor of the transactions contemplated hereby have been duly authorized by all necessary (corporate, partnership or limited liability in the case of a corporation, partnership or limited liability company) action of Investor, and this Agreement, when duly executed and delivered by Investor, will be constitute a legal, valid and legally binding obligation of the Executiveinstrument, enforceable in accordance with its terms; (5) the Executive terms against Investor, except as of the Closing Date will be a continuing employee of the Company or one of its Affiliates; (6) the Deferred Common Stock Units and the Deferred Preferred Units to be issued to the Executive pursuant to this Agreement and the Participant Securities which enforcement hereof may be acquired limited by the Executive are being acquired for Executive's own account, for investment only and not with a view to, or an intention of, distribution thereof in violation effect of the Securities Act, or any applicable state securities lawsbankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and will not be disposed except as enforcement hereof is subject to general principles of in contravention equity (regardless of the Securities Act or any applicable state securities laws; (7) the Executive has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment in the Participant Securities; (8) the Executive has no need for liquidity in his or her investment in the Participant Securities and whether enforcement is able to bear the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Participant Securities considered in a transaction exempt from the registration and qualification requirements of the Securities Act proceeding in equity or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (9) the Executive understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Executive) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10) the Executive understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution of the Participant Securities shall not be permitted by the terms of the Investor Rights Agreement, unless certain conditions are met; (11) the Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such relianceat law). (b4) As an inducement No state, federal or foreign regulatory approvals, permits, licenses or consents or other contractual or legal obligations are required for Investor to the Company to issue the Participant Securities to the Executive and as a condition thereto, the Executive shall, as of the Closing Date, execute and deliver to the other parties thereto enter into this Agreement or purchase the Investor Rights AgreementShares. (c) Executive acknowledges that the securities issuable pursuant to the Deferred Compensation Plan are subject to certain repurchase rights as set forth in the Investor Rights Agreement.

Investor Representations, Warranties and Covenants. (a) The Executive hereby represents Each Investor represents, warrants, covenants and warrants to agrees as follows as of the Company thatdate hereof and as of the Closing: (1) Investor has received and reviewed copies of the Executive Registration Statement and the Prospectus, including all documents and information incorporated by reference therein and amendments thereto, and understands that no Person has all requisite power been authorized to give any information or to make any representations that were not contained in the Registration Statement and authority to execute the Prospectus, and deliver this Agreement Investor has not relied on any such other information or representations (other than the Company’s statements, representations and to consummate the transactions contemplated hereby and has taken all requisite action to authorize the execution, delivery and performance of warranties set forth in this Agreement) in making a decision to purchase the Offered Shares. Investor hereby consents to receiving delivery of the Registration Statement and the Prospectus, including all documents and this Agreement has been duly executed information incorporated by reference therein and amendments thereto, by electronic mail. Investor understands that an investment in the Executive;Company involves a high degree of risk for the reasons, among others, set forth under the caption “Risk Factors” in the Prospectus. (2) Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the executionaccuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its investment decision, delivery and performance of Investor has not relied on any representation or information, as the case may be, not set forth in this Agreement by Agreement, the Executive does not and will not, with or without notice Registration Statement or the passage of timeProspectus, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order Person affiliated with the Company or decree on the fact that any other Person has decided to which purchase the Executive is subject;Offered Shares. (3) the Executive will not, as of the Closing Date, be a party to or be bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other Person; (4) upon the The execution and delivery of this Agreement by the Company Investor and the Executive, performance of this Agreement and the consummation by Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action of Investor, as applicable, and this Agreement, when duly executed and delivered by Investor, will be constitute a legal, valid and legally binding obligation of the Executiveinstrument, enforceable in accordance with its terms;terms against Investor, except as enforcement hereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and except as enforcement hereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (54) Except for rights to purchase the Executive as of the Closing Date will be a continuing employee of the Company or one of its Affiliates; (6) the Deferred Common Stock Units and the Deferred Preferred Units to be issued to the Executive Offered Shares pursuant to this Agreement and the Participant Securities which may be acquired by the Executive are being acquired for Executive's own account, for investment only and not with a view to, or an intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (7) the Executive has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment in the Participant Securities; (8) the Executive has no need for liquidity in his or her investment in the Participant Securities and is able to bear the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Participant Securities in a transaction exempt from the registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (9) the Executive understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Executive) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10) the Executive understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution of the Participant Securities shall not be permitted by the terms of the Investor Rights Agreement, unless certain conditions are met; (11) the Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance. (b) As an inducement to the Company to issue the Participant Securities to the Executive and as a condition thereto, the Executive shall, as of the Closing Date, execute and deliver to the other parties thereto the Investor Rights Agreement. (c) Executive acknowledges that the securities issuable pursuant to the Deferred Compensation Plan are subject to certain repurchase rights except as set forth in on Schedule 4(a)(4) hereto, Investor does not own any equity securities of the Investor Rights AgreementCompany, any options or warrants to acquire such securities, any securities exercisable for, convertible into or exchangeable for such securities, or own or possess any other right (contractual or otherwise) to purchase or acquire such securities.

Investor Representations, Warranties and Covenants. (a) The Executive hereby represents Each Investor represents, warrants, covenants and warrants to agrees as follows as of the Company thatdate hereof and as of the Closing: (1) Investor has received and reviewed copies of the Executive has Registration Statement and the Prospectus, including all requisite power documents and authority to execute information incorporated by reference therein and deliver this Agreement and to consummate the transactions contemplated hereby and has taken all requisite action to authorize the execution, delivery and performance of this Agreementamendments thereto, and this Agreement understands that no Person has been duly executed authorized to give any information or to make any representations that were not contained in the Registration Statement and the Prospectus, and Investor has not relied on any such other information or representations in making a decision to purchase the Investor Shares. Investor hereby consents to receiving delivery of the Registration Statement and the Prospectus, including all documents and information incorporated by reference therein and amendments thereto, by electronic mail or by accessing the Executive;XXXXX database on the Commission’s website. Investor understands that an investment in the Company involves a high degree of risk for the reasons, among others, set forth under the caption “Risk Factors” in the Prospectus. (2) Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the executionaccuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its investment decision, delivery and performance of Investor has not relied on any representation or information, as the case may be, not set forth in this Agreement by Agreement, the Executive does not and will not, with or without notice Registration Statement or the passage of timeProspectus, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order Person affiliated with the Company or decree on the fact that any other Person has decided to which purchase the Executive is subject;Investor Shares. (3) the Executive will not, as of the Closing Date, be a party to or be bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other Person; (4) upon the The execution and delivery of this Agreement by the Company Investor and the Executive, performance of this Agreement and the consummation by Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action of Investor, as applicable, and this Agreement, when duly executed and delivered by Investor, will be constitute a legal, valid and legally binding obligation of the Executiveinstrument, enforceable in accordance with its terms; (5) the Executive terms against Investor, except as of the Closing Date will be a continuing employee of the Company or one of its Affiliates; (6) the Deferred Common Stock Units and the Deferred Preferred Units to be issued to the Executive pursuant to this Agreement and the Participant Securities which enforcement hereof may be acquired limited by the Executive are being acquired for Executive's own account, for investment only and not with a view to, or an intention of, distribution thereof in violation effect of the Securities Act, or any applicable state securities lawsbankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and will not be disposed except as enforcement hereof is subject to general principles of in contravention equity (regardless of the Securities Act or any applicable state securities laws; (7) the Executive has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment in the Participant Securities; (8) the Executive has no need for liquidity in his or her investment in the Participant Securities and whether enforcement is able to bear the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Participant Securities considered in a transaction exempt from the registration and qualification requirements of the Securities Act proceeding in equity or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (9) the Executive understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Executive) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10) the Executive understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution of the Participant Securities shall not be permitted by the terms of the Investor Rights Agreement, unless certain conditions are met; (11) the Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such relianceat law). (b4) As an inducement The Investors agree to the Company to issue the Participant Securities to the Executive and as a condition thereto, the Executive shall, as of the Closing Date, execute and deliver to the other parties thereto Direction and Acknowledgement simultaneously with the Investor Rights AgreementClosing. (c) Executive acknowledges that the securities issuable pursuant to the Deferred Compensation Plan are subject to certain repurchase rights as set forth in the Investor Rights Agreement.

Investor Representations, Warranties and Covenants. (a) The Executive hereby represents Each Investor represents, warrants and warrants to the Company thatagrees as follows: (1) the Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby Investor is duly incorporated and has taken all requisite action a valid existence and the authorization to authorize transact business as a corporation under the execution, delivery laws of its jurisdiction of incorporation and performance is in good standing under the laws of this Agreement, and this Agreement has been duly executed by the Executive;each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification. (2) Investor has received and reviewed copies of the executionRegistration Statement and the Preliminary Prospectus, including all documents and information incorporated by reference therein and amendments thereto, and understands that no Person has been authorized to give any information or to make any representations that were not contained in the Registration Statement and the Preliminary Prospectus, and Investor has not relied on any such other information or representations in making a decision to purchase the Investor Shares. Investor hereby consents to receiving delivery of the Registration Statement and performance the Preliminary Prospectus, including all documents and information incorporated by reference therein and amendments thereto, by electronic mail. Investor understands that an investment in the Company involves a high degree of this Agreement by risk for the Executive does not and will notreasons, with or without notice or among others, set forth under the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which captions “RISK FACTORS” in the Executive is a party or any judgment, order or decree to which the Executive is subject;Prospectus. (3) the Executive will notInvestor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, as and that in connection with its investigation of the Closing Dateaccuracy of the information contained or incorporated by reference in the Registration Statement and the Preliminary Prospectus and its investment decision, be a party to Investor has not relied on (a) any representation or be bound by information not set forth in this Agreement, the Registration Statement or the Preliminary Prospectus, (b) any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement Person affiliated with the Company or similar agreement with (c) the fact that any other Person;Person has decided to invest in the Offered Shares. Investor understands that nothing in the Prospectus, this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Offered Shares constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Investor Shares. (4) upon the The execution and delivery of this Agreement by the Company Investor and the Executive, performance of this Agreement and the consummation by Investor of the transactions contemplated hereby have been duly authorized by all necessary (corporate, partnership or limited liability in the case of a corporation, partnership or limited liability company) action of Investor, and this Agreement, when duly executed and delivered by Investor, will be constitute a legal, valid and legally binding obligation of the Executiveinstrument, enforceable in accordance with its terms;terms against Investor, except as enforcement hereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and except as enforcement hereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (5) No state, federal or foreign regulatory approvals, permits, licenses or consents or other contractual or legal obligations are required for Investor to enter into this Agreement or purchase the Executive as of the Closing Date will be a continuing employee of the Company or one of its Affiliates;Investor Shares. (6) Each Investor, if outside the Deferred United States of America, will comply with all applicable laws and regulations in each jurisdiction where it purchases, offers, sells or delivers Offered Shares or has in its possession or distributes any offering material, in all cases at its own expense. (7) From and after obtaining the knowledge of the sale of the Investor Shares contemplated hereby, such Investor has not taken, and prior to the public announcement of the transaction such Investor shall not take, any action that has caused or will cause such Investor to have, directly or indirectly, sole or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock Units or with respect to any security that includes, related to or derives any significant part of its value from the Common Stock, whether or not, direct or indirectly, in order to hedge its positions in the Investor Shares. (8) The execution, delivery and the Deferred Preferred Units to be issued to the Executive pursuant to performance by Investor of this Agreement and the Participant Securities which may be acquired consummation by Investor of the Executive are being acquired for Executive's own accounttransactions contemplated herein do not and shall not (i) result in a violation of Investor’s charter documents, for investment only and not bylaws or other applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a view todefault) under, or an intention give rise to any rights of termination, amendment, acceleration or cancellation of, distribution thereof any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which Investor is a party or is bound, (iii) create or impose any lien, charge or encumbrance on any property of the Investor under any agreement or any commitment to which Investor is party or under which Investor is bound or under which any of its properties or assets are bound, or (iv) result in a violation of the Securities Actany federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable state securities lawsto Investor or by which any of its properties or assets are bound or affected, and will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (7) the Executive has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment except, in the Participant Securities; case of clauses (8) the Executive has no need ii), (iii) and (iv), for liquidity in his such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or her investment in the Participant Securities and is able to bear aggregate, prohibit or otherwise interfere with the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Participant Securities in a transaction exempt from the registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (9) the Executive understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Executive) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10) the Executive understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution of the Participant Securities shall not be permitted by the terms ability of the Investor Rights Agreement, unless certain conditions are met; (11) the Executive understands that the Company will rely upon the accuracy to enter into and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such relianceperform its obligations under this Agreement in any material respect. (b) As an inducement to the Company to issue the Participant Securities to the Executive and as a condition thereto, the Executive shall, as of the Closing Date, execute and deliver to the other parties thereto the Investor Rights Agreement. (c) Executive acknowledges that the securities issuable pursuant to the Deferred Compensation Plan are subject to certain repurchase rights as set forth in the Investor Rights Agreement.

Investor Representations, Warranties and Covenants. (a) The Executive hereby represents Each Investor represents, warrants, covenants and warrants to the Company thatagrees as follows: (1) Investor has received and reviewed copies of the Executive has Registration Statement and the Prospectus, including all requisite power documents and authority to execute information incorporated by reference therein and deliver this Agreement and to consummate the transactions contemplated hereby and has taken all requisite action to authorize the execution, delivery and performance of this Agreementamendments thereto, and this Agreement understands that no Person has been duly executed authorized to give any information or to make any representations that were not contained in the Registration Statement and the Prospectus, and Investor has not relied on any such other information or representations in making a decision to purchase the Investor Shares. Investor hereby consents to receiving delivery of the Registration Statement and the Prospectus, including all documents and information incorporated by reference therein and amendments thereto, by electronic mail. Investor understands that an investment in the Executive;Company involves a high degree of risk for the reasons, among others, set forth under the captions “RISK FACTORS” in the Prospectus. (2) Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the executionaccuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its investment decision, delivery and performance of Investor has not relied on any representation or information, as the case may be, not set forth in this Agreement by Agreement, the Executive does not and will not, with or without notice Registration Statement or the passage of timeProspectus, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order Person affiliated with the Company or decree on the fact that any other Person has decided to which invest in the Executive is subject;Offered Shares. (3) the Executive will not, as of the Closing Date, be a party to or be bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other Person; (4) upon the The execution and delivery of this Agreement by the Company Investor and the Executive, performance of this Agreement and the consummation by Investor of the transactions contemplated hereby have been duly authorized by all necessary (corporate, partnership or limited liability in the case of a corporation, partnership or limited liability company) action of Investor, and this Agreement, when duly executed and delivered by Investor, will be constitute a legal, valid and legally binding obligation of the Executiveinstrument, enforceable in accordance with its terms; (5) the Executive terms against Investor, except as of the Closing Date will be a continuing employee of the Company or one of its Affiliates; (6) the Deferred Common Stock Units and the Deferred Preferred Units to be issued to the Executive pursuant to this Agreement and the Participant Securities which enforcement hereof may be acquired limited by the Executive are being acquired for Executive's own account, for investment only and not with a view to, or an intention of, distribution thereof in violation effect of the Securities Act, or any applicable state securities lawsbankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and will not be disposed except as enforcement hereof is subject to general principles of in contravention equity (regardless of the Securities Act or any applicable state securities laws; (7) the Executive has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment in the Participant Securities; (8) the Executive has no need for liquidity in his or her investment in the Participant Securities and whether enforcement is able to bear the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Participant Securities considered in a transaction exempt from the registration and qualification requirements of the Securities Act proceeding in equity or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (9) the Executive understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Executive) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10) the Executive understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution of the Participant Securities shall not be permitted by the terms of the Investor Rights Agreement, unless certain conditions are met; (11) the Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such relianceat law). (b4) As an inducement No state, federal or foreign regulatory approvals, permits, licenses or consents or other contractual or legal obligations are required for Investor to the Company to issue the Participant Securities to the Executive and as a condition thereto, the Executive shall, as of the Closing Date, execute and deliver to the other parties thereto enter into this Agreement or purchase the Investor Rights AgreementShares. (c) Executive acknowledges that the securities issuable pursuant to the Deferred Compensation Plan are subject to certain repurchase rights as set forth in the Investor Rights Agreement.

Investor Representations, Warranties and Covenants. (a) The Executive hereby represents Each Investor represents, warrants, covenants and warrants to agrees as follows as of the Company thatdate hereof and as of the Closing: (1) Investor has received and reviewed copies of the Executive has Registration Statement and the Prospectus, including all requisite power documents and authority to execute information incorporated by reference therein and deliver this Agreement and to consummate the transactions contemplated hereby and has taken all requisite action to authorize the execution, delivery and performance of this Agreementamendments thereto, and this Agreement understands that no Person has been duly executed authorized to give any information or to make any representations that were not contained in the Registration Statement and the Prospectus, and Investor has not relied on any such other information or representations in making a decision to acquire the Investor Shares. Investor hereby consents to receiving delivery of the Registration Statement and the Prospectus, including all documents and information incorporated by reference therein and amendments thereto, by electronic mail or by accessing the Executive;XXXXX database on the Commission’s website. Investor understands that an investment in the Company involves a high degree of risk for the reasons, among others, set forth under the caption “Risk Factors” in the Prospectus. (2) Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the executionaccuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its investment decision, delivery and performance of Investor has not relied on any representation or information, as the case may be, not set forth in this Agreement by Agreement, the Executive does not and will not, with or without notice Registration Statement or the passage of timeProspectus, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order Person affiliated with the Company or decree on the fact that any other Person has decided to which purchase the Executive is subject;Investor Shares. (3) the Executive will not, as of the Closing Date, be a party to or be bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other Person; (4) upon the The execution and delivery of this Agreement by the Company Investor and the Executive, performance of this Agreement and the consummation by Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action of Investor, as applicable, and this Agreement, when duly executed and delivered by Investor, will be constitute a legal, valid and legally binding obligation of the Executiveinstrument, enforceable in accordance with its terms; (5) the Executive terms against Investor, except as of the Closing Date will be a continuing employee of the Company or one of its Affiliates; (6) the Deferred Common Stock Units and the Deferred Preferred Units to be issued to the Executive pursuant to this Agreement and the Participant Securities which enforcement hereof may be acquired limited by the Executive are being acquired for Executive's own account, for investment only and not with a view to, or an intention of, distribution thereof in violation effect of the Securities Act, or any applicable state securities lawsbankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and will not be disposed except as enforcement hereof is subject to general principles of in contravention equity (regardless of the Securities Act or any applicable state securities laws; (7) the Executive has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment in the Participant Securities; (8) the Executive has no need for liquidity in his or her investment in the Participant Securities and whether enforcement is able to bear the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Participant Securities considered in a transaction exempt from the registration and qualification requirements of the Securities Act proceeding in equity or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (9) the Executive understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Executive) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10) the Executive understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution of the Participant Securities shall not be permitted by the terms of the Investor Rights Agreement, unless certain conditions are met; (11) the Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such relianceat law). (b) As an inducement to the Company to issue the Participant Securities to the Executive and as a condition thereto, the Executive shall, as of the Closing Date, execute and deliver to the other parties thereto the Investor Rights Agreement. (c) Executive acknowledges that the securities issuable pursuant to the Deferred Compensation Plan are subject to certain repurchase rights as set forth in the Investor Rights Agreement.

Investor Representations, Warranties and Covenants. (a) The Executive hereby represents Each Investor represents, warrants, covenants and warrants to agrees as follows as of the Company thatdate hereof and as of the Closing: (1) Investor has received and reviewed copies of the Executive has Registration Statement and the Prospectus, including all requisite power documents and authority to execute information incorporated by reference therein and deliver this Agreement and to consummate the transactions contemplated hereby and has taken all requisite action to authorize the execution, delivery and performance of this Agreementamendments thereto, and this Agreement understands that no Person has been duly executed authorized to give any information or to make any representations that were not contained in the Registration Statement and the Prospectus, and Investor has not relied on any such other information or representations in making a decision to purchase the Investor Shares. Investor hereby consents to receiving delivery of the Registration Statement and the Prospectus, including all documents and information incorporated by reference therein and amendments thereto, by electronic mail. Investor understands that an investment in the Executive;Company involves a high degree of risk for the reasons, among others, set forth under the caption “Risk Factors” in the Prospectus. (2) Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the executionaccuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its investment decision, delivery and performance of Investor has not relied on any representation or information, as the case may be, not set forth in this Agreement by Agreement, the Executive does not and will not, with or without notice Registration Statement or the passage of timeProspectus, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order Person affiliated with the Company or decree on the fact that any other Person has decided to which purchase the Executive is subject;Offered Shares. (3) the Executive will not, as of the Closing Date, be a party to or be bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other Person; (4) upon the The execution and delivery of this Agreement by the Company Investor and the Executive, performance of this Agreement and the consummation by Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action of Investor, as applicable, and this Agreement, when duly executed and delivered by Investor, will be constitute a legal, valid and legally binding obligation of the Executiveinstrument, enforceable in accordance with its terms;terms against Investor, except as enforcement hereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and except as enforcement hereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (54) Except for rights to purchase the Executive as of the Closing Date will be a continuing employee of the Company or one of its Affiliates; (6) the Deferred Common Stock Units and the Deferred Preferred Units to be issued to the Executive Investor Shares pursuant to this Agreement and the Participant Securities which may be acquired by the Executive are being acquired for Executive's own account, for investment only and not with a view to, or an intention of, distribution thereof in violation of the Securities Act, or any applicable state securities lawsAgreement, and will not be disposed warrants to acquire shares of in contravention of the Securities Act or any applicable state securities laws; (7) the Executive has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him to understand and evaluate the risks and benefits of his or her investment in the Participant Securities; (8) the Executive has no need for liquidity in his or her investment in the Participant Securities and is able to bear the economic risk of his or her investment in the Participant Securities for an indefinite period of time and understands that the Participant Securities have not been registered or qualified under the Securities Act or any applicable state securities laws, Common Stock previously issued by reason of the issuance of the Participant Securities in a transaction exempt from the registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (9) the Executive understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Executive) promulgated under the Securities Act, depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (10) the Executive understands that (even if permitted under the Securities Act and state securities laws) the sale, transfer or other distribution of the Participant Securities shall not be permitted by the terms of the Investor Rights Agreement, unless certain conditions are met; (11) the Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance. (b) As an inducement to the Company to issue the Participant Securities to the Executive and as a condition theretoInvestors, the Executive shall, as Investor does not own any equity securities of the Closing DateCompany, execute and deliver any options or warrants to the acquire such securities, any securities exercisable for, convertible into or exchangeable for such securities, or own or possess any other parties thereto the Investor Rights Agreementright (contractual or otherwise) to purchase or acquire such securities. (c) Executive acknowledges that the securities issuable pursuant to the Deferred Compensation Plan are subject to certain repurchase rights as set forth in the Investor Rights Agreement.