Common use of Securities Law Representations Clause in Contracts

Securities Law Representations. The Optionee acknowledges that the Options and the Shares are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee is acquiring the Options and, if and when the Optionee exercises the Options, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options and the restrictions imposed on any Shares purchased upon exercise of the Options. The Optionee has been furnished with, and/or has access to, such information as he considers necessary or appropriate for deciding whether to exercise the Options and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that the Options may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee understands that any Shares acquired on exercise of the Options will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Shareholders Agreement, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Options or the purchase of the Shares on exercise of some or all of the Options or upon information presented in any promotional meeting or material relating to the Options or the Shares. • The Optionee understands and acknowledges that, if and when he exercises the Options, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (b) except as otherwise provided under the Shareholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws.

Securities Law Representations. The Optionee acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities ActAct and the rules and regulations promulgated thereunder), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges agrees that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicatedOptionee shall make such representations as may be required to be made by the Optionee upon any acquisition of Shares hereunder as set forth in the Stockholders Agreement, in substantial partas such representations shall be required to be made at such time. The Optionee further represents the following, upon as of the accuracy of these representationsdate hereof: • The Optionee is acquiring the Options andrepresents and warrants that (i) such party has full legal power, if authority and when the Optionee exercises the Options, will acquire the Shares solely for the Optionee’s own account, for investment purposes onlyright to execute and deliver, and not to perform its obligations under, this Agreement, and (ii) this Agreement has been duly and validly executed and delivered by such party and constitutes a valid and binding agreement of such party enforceable against such party in accordance with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities lawsits terms. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions imposed on any Shares purchased upon exercise of the Options. The Optionee has been furnished with, and/or has access to, such information as he considers necessary or appropriate for deciding whether to exercise the Options and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the SharesOption. • The Optionee is aware that the Options Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee understands that any Shares acquired on exercise of the Options will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Shareholders Stockholders Agreement, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. • The Optionee understands and acknowledges that, if and when he the Optionee exercises the OptionsOption, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (b) except as otherwise provided in this Agreement or under the Shareholders Stockholders Agreement or the Registration Rights Agreement (as such term is defined in the Stockholders Agreement), the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws.

Securities Law Representations. The Optionee Purchaser acknowledges that the Options and the Restricted Shares are not being registered under the Securities Act, based, in part, on either (i) in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The OptioneePurchaser, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee Purchaser is acquiring the Options and, if and when the Optionee exercises the Options, will acquire the Restricted Shares solely for the OptioneePurchaser’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Purchaser is an “accredited investor”, as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options and the restrictions imposed on any Shares purchased upon exercise of the OptionsRestricted Shares. The Optionee Purchaser has been furnished with, and/or has access to, such information as he the Purchaser considers necessary or appropriate for deciding whether to exercise the Options and purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Optionee Purchaser has and will rely only upon the advice of his the Purchaser’s own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee Purchaser is aware that the Options may be of no practical value, that any value it the Restricted Shares may have depends on its their vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Pricecertain other factors, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could require acquire capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Purchaser understands that any the Restricted Shares acquired on exercise of the Options will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee Purchaser acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he the Purchaser is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Purchaser has read and understands the restrictions restrictions, limitations and limitations the Company’s rights set forth in the Shareholders Management Investor Rights Agreement, the Plan and this AgreementAgreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares have vested). The Purchaser acknowledges that to the extent the Purchaser is not a party to the Management Investor Rights Agreement at the time that the Purchaser purchases the Restricted Shares, such purchase shall be treated for all purposes as effecting the Purchaser’s simultaneous execution of the Management Investor Rights Agreement and the Purchaser shall be bound thereby. • The Optionee Purchaser has not relied upon any oral representation made to the Optionee Purchaser relating to the Options or the purchase of the Restricted Shares on exercise of some or all of the Options or upon information presented in any promotional meeting or material relating to the Options or the Restricted Shares. • The Optionee Purchaser understands and acknowledges that, if and when he exercises the Options, that (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities lawslaws or the Management Investor Rights Agreement or the Plan, and (b) except as otherwise provided under the Shareholders AgreementManagement Investor Rights agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 or Regulation D promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee is acquiring the Options Option and, if and when the Optionee he exercises the OptionsOption, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions imposed on any Shares purchased upon exercise of the OptionsOption. The Optionee has been furnished with, and/or has access to, such information as he considers necessary or appropriate for deciding whether to exercise the Options Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that the Options Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee understands that any Shares acquired on exercise of the Options Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Shareholders Management Investor Rights Agreement, the Plan and this Agreement. The Optionee acknowledges that to the extent the Optionee is not a party to the Management Investor Rights Agreement at the time that the Optionee exercises any portion of the Option, such exercise shall be treated for all purposes as effecting the Optionee’s simultaneous execution of the Management Investor Rights Agreement and the Optionee shall be bound thereby. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. • The Optionee understands and acknowledges that, if and when he exercises the OptionsOption, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (b) except as otherwise provided under the Shareholders Management Investor Rights Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee Grantee acknowledges that the Options and the Restricted Shares are not being registered under the Securities Act, Act based, in part, on either in (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee Grantee is an “accredited investor” (as defined under the Securities ActAct and the rules and regulations promulgated thereunder), and, in each of clauses (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The OptioneeGrantee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee Grantee is acquiring the Options and, if and when the Optionee exercises the Options, will acquire the Restricted Shares solely for the OptioneeGrantee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Grantee is an “accredited investor”, as that term is defined in Rule 501(a)(4) (5) or (6) of Regulation D promulgated under the Securities Act. • The Grantee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options and the restrictions imposed on any Shares purchased upon exercise of the OptionsRestricted Shares. The Optionee Grantee has been furnished with, and/or has access to, such information as he the Grantee considers necessary or appropriate for deciding whether to exercise the Options and purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Optionee Grantee has and will rely only upon the advice of his the Grantee’s own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee Grantee is aware that the Options may be of no practical value, that any value it the Restricted Shares may have depends on its their vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Pricecertain other factors, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Grantee understands that any the Restricted Shares acquired on exercise of the Options will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee Grantee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he the Grantee is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Grantee has read and understands the restrictions restrictions, limitations and limitations the Company’s rights set forth in the Shareholders Securityholders Agreement, the Plan and this AgreementAgreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the Shares have vested). The Grantee acknowledges that to the extent the Grantee is not a party to the Securityholders Agreement at the time that the Grantee purchases the Restricted Shares, such purchase shall be treated for all purposes as effecting the Grantee’s simultaneous execution of the Securityholders Agreement and the Grantee shall be bound thereby. • The Optionee Grantee has not relied upon any oral representation made to the Optionee Grantee relating to the Options or the purchase of the Restricted Shares on exercise of some or all of the Options or upon information presented in any promotional meeting or material relating to the Options or the Restricted Shares. • The Optionee Grantee understands and acknowledges that, if and when he exercises the Options, that (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities lawslaws or the Securityholders Agreement or the Plan, and (b) except as otherwise provided under the Shareholders Securityholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 or Regulation D promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee is acquiring the Options Option and, if and when the Optionee he or she exercises the OptionsOption, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee is an “accredited investor,” as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions imposed on any Shares purchased upon exercise of the OptionsOption. The Optionee has been furnished with, and/or has access to, such information as he the Optionee considers necessary or appropriate for deciding whether to exercise the Options Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his the Optionee’s own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his or her knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that the Options may be of no practical value, that any value it may have of the Option depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee understands that any Shares acquired on exercise of the Options Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he the Optionee is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Shareholders Management Investor Rights Agreement, the Plan and this Agreement. The Optionee acknowledges that to the extent the Optionee is not a party to the Management Investor Rights Agreement at the time that the Optionee exercises any portion of the Option, such exercise shall be treated for all purposes as effecting the Optionee’s simultaneous execution of the Management Investor Rights Agreement and the Optionee shall be bound thereby. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. • The Optionee understands and acknowledges that, if and when he or she exercises the OptionsOption, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (b) except as otherwise provided under the Shareholders Management Investor Rights Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee Purchaser acknowledges that the Options Option and the Restricted Shares are not being registered under the Securities Act, based, in part, on either (i) in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The OptioneePurchaser, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee Purchaser is acquiring the Options and, if and when the Optionee exercises the Options, will acquire the Restricted Shares solely for the OptioneePurchaser’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options and the restrictions imposed on any Shares purchased upon exercise of the OptionsRestricted Shares. The Optionee Purchaser has been furnished with, and/or has access to, such information as he considers necessary or appropriate for deciding whether to exercise the Options and purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Optionee Purchaser has and will rely only upon the advice of his own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee Purchaser is aware that the Options Restricted Shares may be of no practical value, that any value it they may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Pricetheir vesting, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Purchaser understands that any the Restricted Shares acquired on exercise of the Options will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee Purchaser acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Purchaser has read and understands the restrictions restrictions, limitations and limitations Company rights set forth in the Shareholders Management Investor Rights Agreement, the Plan and this AgreementAgreement that will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the shares have vested). The Purchaser acknowledges that to the extent the Purchaser is not a party to the Management Investor Rights Agreement at the time that the Purchaser purchases the Restricted Shares, such purchase shall be treated for all purposes as effecting the Purchaser’s simultaneous execution of the Management Investor Rights Agreement and the Purchaser shall be bound thereby. • The Optionee Purchaser has not relied upon any oral representation made to the Optionee Purchaser relating to the Options or the purchase of the Restricted Shares on exercise of some or all of the Options or upon information presented in any promotional meeting or material relating to the Options or the Restricted Shares. • The Optionee Purchaser understands and acknowledges that, if and when he exercises the Options, that (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities lawslaws or the Management Investor Rights Agreement, and (b) except as otherwise provided under the Shareholders Management Investor Rights Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee Participant acknowledges that the Options and the Restricted Shares are not being registered under the Securities Act, based, in part, on either (i) in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The OptioneeParticipant, by executing this Agreement, hereby makes the following representations to the Company Corporation and acknowledges that the CompanyCorporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee Participant is acquiring the Options and, if and when the Optionee exercises the Options, will acquire the Restricted Shares solely for the OptioneeParticipant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Participant has had an opportunity to ask questions and receive answers from the Company Corporation regarding the terms and conditions of the Options Award and the restrictions imposed on any Shares purchased upon exercise of the OptionsRestricted Shares. The Optionee Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Options and purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Optionee Participant has and will rely only upon the advice of his his/her own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee Participant is aware that the Options Restricted Shares may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Participant understands that any the Restricted Shares acquired on exercise of the Options will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Participant has read and understands the restrictions and limitations set forth in the Shareholders AgreementPlan and this Agreement which will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the shares have vested), including, but not limited to, the Plan provisions of Section 6, 8 and 9 of this Agreement. • The Optionee has not relied upon any At no time was an oral representation made to the Optionee Participant relating to the Options Award or the purchase of Restricted Shares and the Shares on exercise of some Participant was not presented with or all of the Options or upon information presented in solicited by any promotional meeting or material relating to the Options Award or the Restricted Shares. • The Optionee Participant understands and acknowledges that, if and when he exercises the Options, that (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear bear, in addition to any other legends which may be required by applicable federal and state securities laws, the legend set forth in Section 7.5.3 of the Plan, and (b) except as otherwise provided under the Shareholders Agreement, the Company Corporation has no obligation to register the Restricted Shares or file any registration statement under federal or state securities laws.

Securities Law Representations. The Optionee Participant acknowledges that the Options and the Restricted Shares are not being registered under the Securities Act, based, in part, on either (i) in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The OptioneeParticipant, by executing this Agreement, hereby makes the following representations to the Company Corporation and acknowledges that the CompanyCorporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee Participant is acquiring the Options and, if and when the Optionee exercises the Options, will acquire the Restricted Shares solely for the OptioneeParticipant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Participant has had an opportunity to ask questions and receive answers from the Company Corporation regarding the terms and conditions of the Options Award and the restrictions imposed on any Shares purchased upon exercise of the OptionsRestricted Shares. The Optionee Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise acquire the Options and purchase the Restricted Shares. However, in evaluating the merits and risks of an investment in the Restricted Shares, the Optionee Participant has and will rely only upon the advice of his his/her own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee Participant is aware that the Options Restricted Shares may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Participant understands that any the Restricted Shares acquired on exercise of the Options will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Participant has read and understands the restrictions and limitations set forth in the Shareholders Plan, this Agreement, the Plan Voting Agreement and the Co-Sale Agreement which will be imposed on the Restricted Shares (including those restrictions and limitations which will continue after the shares have vested), including, but not limited to, the provisions of Section 6, 8, 9, and 10 of this Agreement. • The Optionee has not relied upon any At no time was an oral representation made to the Optionee Participant relating to the Options Award or the purchase acquisition of Restricted Shares and the Shares on exercise of some Participant was not presented with or all of the Options or upon information presented in solicited by any promotional meeting or material relating to the Options Award or the Restricted Shares. • The Optionee Participant understands and acknowledges that, if and when he exercises the Options, that (a) any certificate evidencing the Restricted Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear bear, in addition to any other legends which may be required by applicable federal and state securities laws, the legend set forth in Section 7.5.3 of the Plan, and (b) except as otherwise provided under the Shareholders Agreement, the Company Corporation has no obligation to register the Restricted Shares or file any registration statement under federal or state securities laws.

Securities Law Representations. The Optionee Participant acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 or Regulation D promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The OptioneeParticipant, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee Participant is acquiring the Options Option and, if and when the Optionee he exercises the OptionsOption, will acquire the Shares solely for the OptioneeParticipant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Participant is an “accredited investor,” as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions 3 For executives other than Xxxxxxxx. 4 Xxxxxxxx only. imposed on any Shares purchased upon exercise of the OptionsOption. The Optionee Participant has been furnished with, and/or has access to, such information as he Participant considers necessary or appropriate for deciding whether to exercise the Options Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee Participant has and will rely only upon the advice of his Participant’s own legal counsel, tax advisors, advisors and/or investment advisors. • The Optionee Participant acknowledges that to the best of his knowledge the Option Price is not less than what the Board or a committee thereof has determined to be the Fair Market Value of the Shares. • The Optionee Participant is aware that the Options may be of no practical value, that any value it may have of the Option depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable nontransferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Participant understands that any Shares acquired on exercise of the Options Option will be characterized as “restricted securities” under the federal securities laws, laws and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he Participant is familiar with such rule, rule and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Participant has read and understands the restrictions restrictions, limitations and limitations the Company’s rights set forth in the Shareholders Agreement, the Plan and this AgreementAgreement that will be imposed on the Option (including those restrictions and limitations that will continue after any of the Options have vested). • The Optionee Participant has not relied upon any oral representation made to the Optionee Participant relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. • The Optionee Participant understands and acknowledges that, that if and when he exercises the OptionsOption, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which that may be required by applicable federal and state securities laws, this Agreement or the Plan and (b) except as otherwise provided under the Shareholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee is acquiring the Options Option and, if and when the Optionee he/she exercises the OptionsOption, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions imposed on any Shares purchased upon exercise of the OptionsOption. The Optionee has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Options Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his his/her own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges receipt of the Company’s Questions and Answers Regarding Stock Awards (the “Stock Award Q&A”), including the financial information referred to therein. • The Optionee acknowledges that to the best of his or her knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value fair market value of the Shares. • The Optionee is aware that the Options Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value fair market value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee understands that any Shares acquired on exercise of the Options Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he or she is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Shareholders Investor Rights Agreement, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. , other than the Stock Award Q&A. • The Optionee Purchaser understands and acknowledges that, if and when he exercises he/she exercise the OptionsOption, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (b) except as otherwise provided under the Shareholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws.

Securities Law Representations. The Optionee Participant acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 or Regulation D promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time -2- EXHIBIT 10.7 to time. The OptioneeParticipant, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee Participant is acquiring the Options Option and, if and when the Optionee he exercises the OptionsOption, will acquire the Shares solely for the OptioneeParticipant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Participant is an “accredited investor,” as that term is defined in Rule 501(a)(1),(2) or (3) of Regulation D promulgated under the Securities Act. • Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions imposed on any Shares purchased upon exercise of the OptionsOption. The Optionee Participant has been furnished with, and/or has access to, such information as he Participant considers necessary or appropriate for deciding whether to exercise the Options Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee Participant has and will rely only upon the advice of his Participant’s own legal counsel, tax advisors, advisors and/or investment advisors. • The Optionee Participant acknowledges that to the best of his knowledge the Option Price is not less than what the Board or a committee thereof has determined to be the Fair Market Value of the Shares. • The Optionee Participant is aware that the Options may be of no practical value, that any value it may have of the Option depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable nontransferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Participant understands that any Shares acquired on exercise of the Options Option will be characterized as “restricted securities” under the federal securities laws, laws and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he Participant is familiar with such rule, rule and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Participant has read and understands the restrictions restrictions, limitations and limitations the Company’s rights set forth in the Shareholders Agreement, the Plan and this AgreementAgreement that will be imposed on the Option (including those restrictions and limitations that will continue after any of the Options have vested). -3- EXHIBIT 10.7 • The Optionee Participant has not relied upon any oral representation made to the Optionee Participant relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. • The Optionee Participant understands and acknowledges that, that if and when he exercises the OptionsOption, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which that may be required by applicable federal and state securities laws, this Agreement or the Plan and (b) except as otherwise provided under the Shareholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates. 6.

Securities Law Representations. The Optionee Participant acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 or Regulation D promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time EXHIBIT 10.7 to time. The OptioneeParticipant, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee Participant is acquiring the Options Option and, if and when the Optionee he exercises the OptionsOption, will acquire the Shares solely for the OptioneeParticipant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Participant is an “accredited investor,” as that term is defined in Rule 501(a)(1),(2) or (3) of Regulation D promulgated under the Securities Act. • Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions imposed on any Shares purchased upon exercise of the OptionsOption. The Optionee Participant has been furnished with, and/or has access to, such information as he Participant considers necessary or appropriate for deciding whether to exercise the Options Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee Participant has and will rely only upon the advice of his Participant’s own legal counsel, tax advisors, advisors and/or investment advisors. • The Optionee Participant acknowledges that to the best of his knowledge the Option Price is not less than what the Board or a committee thereof has determined to be the Fair Market Value of the Shares. • The Optionee Participant is aware that the Options may be of no practical value, that any value it may have of the Option depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable nontransferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Participant understands that any Shares acquired on exercise of the Options Option will be characterized as “restricted securities” under the federal securities laws, laws and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he Participant is familiar with such rule, rule and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Participant has read and understands the restrictions restrictions, limitations and limitations the Company’s rights set forth in the Shareholders Agreement, the Plan and this AgreementAgreement that will be imposed on the Option (including those restrictions and limitations that will continue after any of the Options have vested). EXHIBIT 10.7 • The Optionee Participant has not relied upon any oral representation made to the Optionee Participant relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. • The Optionee Participant understands and acknowledges that, that if and when he exercises the OptionsOption, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which that may be required by applicable federal and state securities laws, this Agreement or the Plan and (b) except as otherwise provided under the Shareholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 or Regulation D promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee is acquiring the Options Option and, if and when the Optionee he exercises the OptionsOption, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee is an “accredited investor,” as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions imposed on any Shares purchased upon exercise of the OptionsOption. The Optionee has been furnished with, and/or has access to, such information as he the Optionee considers necessary or appropriate for deciding whether to exercise the Options Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his the Optionee’s own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that the Options may be of no practical value, that any value it may have of the Option depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee understands that any Shares acquired on exercise of the Options Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he the Optionee is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Shareholders Management Investor Rights Agreement, the Plan and this Agreement. The Optionee acknowledges that to the extent the Optionee is not a party to the Management Investor Rights Agreement at the time that the Optionee exercises any portion of the Option, such exercise shall be treated for all purposes as effecting the Optionee’s simultaneous execution of the Management Investor Rights Agreement and the Optionee shall be bound thereby. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. • The Optionee understands and acknowledges that, if and when he exercises the OptionsOption, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (b) except as otherwise provided under the Shareholders Management Investor Rights Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee is acquiring the Options Option and, if and when the Optionee exercises the OptionsOption, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions imposed on any Shares purchased upon exercise of the OptionsOption. The Optionee has been furnished with, and/or has access to, such information as he considers necessary or appropriate for deciding whether to exercise the Options Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that the Options Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation Exhibit 10.8(c) such as the Company is non-marketablenon‑marketable, non-transferable non‑transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee understands that any Shares acquired on exercise of the Options Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Shareholders Shareholders’ Agreement, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. • The Optionee understands and acknowledges that, if and when he exercises the OptionsOption, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (b) except as otherwise provided under the Shareholders Shareholders’ Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws.

Securities Law Representations. The Optionee Participant acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 or Regulation D promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The OptioneeParticipant, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee Participant is acquiring the Options Option and, if and when the Optionee he exercises the OptionsOption, will acquire the Shares solely for the OptioneeParticipant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Participant is an “accredited investor,” as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions imposed on any Shares purchased upon exercise of the OptionsOption. The Optionee Participant has been furnished with, and/or has access to, such information as he Participant considers necessary or appropriate for deciding whether to exercise the Options Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee Participant has and will rely only upon the advice of his Participant’s own legal counsel, tax advisors, advisors and/or investment advisors. • The Optionee Participant acknowledges that to the best of his knowledge the Option Price is not less than what the Board or a committee thereof has determined to be the Fair Market Value of the Shares. • The Optionee Participant is aware that the Options may be of no practical value, that any value it may have of the Option depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable nontransferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Participant understands that any Shares acquired on exercise of the Options Option will be characterized as “restricted securities” under the federal securities laws, laws and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently EXHIBIT 10.5 in effect, and represents that he Participant is familiar with such rule, rule and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Participant has read and understands the restrictions restrictions, limitations and limitations the Company’s rights set forth in the Shareholders Agreement, the Plan and this AgreementAgreement that will be imposed on the Option (including those restrictions and limitations that will continue after any of the Options have vested). • The Optionee Participant has not relied upon any oral representation made to the Optionee Participant relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. • The Optionee Participant understands and acknowledges that, that if and when he exercises the OptionsOption, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which that may be required by applicable federal and state securities laws, this Agreement or the Plan and (b) except as otherwise provided under the Shareholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee is acquiring the Options Option and, if and when the Optionee exercises the OptionsOption is exercised, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee is an “Accredited Investor” as such term is defined in Securities and Exchange Commission Rule 501 promulgated under the Securities Act. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions imposed on any Shares purchased upon exercise of the OptionsOption. The Optionee has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Options Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that the Options Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value fair market value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee understands that any Shares acquired on exercise of the Options Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he or she is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Shareholders Agreement, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. • The Optionee understands and acknowledges that, if and when he exercises the OptionsOption is exercised, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (b) except as otherwise provided under the Shareholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws.

Securities Law Representations. The Optionee Participant acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 or Regulation D promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The OptioneeParticipant, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee Participant is acquiring the Options Option and, if and when the Optionee he exercises the OptionsOption, will acquire the Shares solely for the OptioneeParticipant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Participant is an “accredited investor,” as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. EXHIBIT 10.6 • Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions imposed on any Shares purchased upon exercise of the OptionsOption. The Optionee Participant has been furnished with, and/or has access to, such information as he Participant considers necessary or appropriate for deciding whether to exercise the Options Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee Participant has and will rely only upon the advice of his Participant’s own legal counsel, tax advisors, advisors and/or investment advisors. • The Optionee Participant acknowledges that to the best of his knowledge the Option Price is not less than what the Board or a committee thereof has determined to be the Fair Market Value of the Shares. • The Optionee Participant is aware that the Options may be of no practical value, that any value it may have of the Option depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable nontransferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Participant understands that any Shares acquired on exercise of the Options Option will be characterized as “restricted securities” under the federal securities laws, laws and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he Participant is familiar with such rule, rule and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Participant has read and understands the restrictions restrictions, limitations and limitations the Company’s rights set forth in the Shareholders Agreement, the Plan and this AgreementAgreement that will be imposed on the Option (including those restrictions and limitations that will continue after any of the Options have vested). • The Optionee Participant has not relied upon any oral representation made to the Optionee Participant relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. • The Optionee Participant understands and acknowledges that, that if and when he exercises the OptionsOption, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which that may be required by applicable federal and state securities laws, this Agreement or the Plan and (b) except as otherwise provided under the Shareholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws.. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates. EXHIBIT 10.6

Securities Law Representations. The Optionee acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • · The Optionee is acquiring the Options Option and, if and when the Optionee exercises the OptionsOption, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • · The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions imposed on any Shares purchased upon exercise of the OptionsOption. The Optionee has been furnished with, and/or has access to, such information as he considers necessary or appropriate for deciding whether to exercise the Options Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • · The Optionee is aware that the Options Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • · The Optionee understands that any Shares acquired on exercise of the Options Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • · The Optionee has read and understands the restrictions and limitations set forth in the Shareholders Agreement, the Plan and this Agreement. • · The Optionee has not relied upon any oral representation made to the Optionee relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. • · The Optionee understands and acknowledges that, if and when he exercises the OptionsOption, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (b) except as otherwise provided under the Shareholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws.

Securities Law Representations. The Optionee Unitholder acknowledges that the Options and the Shares Units are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under accordance with any applicable state securities laws, as each may be amended from time to time. The OptioneeUnitholder, by executing this Agreement, hereby makes the following representations to Plan and the Company Plan’s Board of Managers and acknowledges that the Company’s reliance on federal Board of Managers and state securities law exemptions from registration and qualification is predicatedthe Plan each has relied, in substantial part, upon the accuracy of these representations: • The Optionee Unitholder is a sophisticated investor, has reviewed the acquisition of the Units independently or with the assistance of independent, professional financial advice as Unitholder deemed appropriate and, either independently or with the benefit of such independent, professional financial advice, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of accepting and holding the Units as an investment. • Unitholder is acquiring the Options and, if and when the Optionee exercises the Options, will acquire the Shares Units solely for the OptioneeUnitholder’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares membership units within the meaning of the Securities Act and/or any applicable state securities lawslaw. • The Optionee Unitholder has had an opportunity to ask questions and receive answers from the Company Board of Managers and the Plan regarding the terms and conditions of the Options Plan, the Grant Agreement and the restrictions imposed on any Shares purchased upon exercise of the OptionsUnits. The Optionee has been furnished with, and/or Unitholder has access to, to such information as he Unitholder considers necessary or appropriate for deciding whether to exercise accept the Options and purchase the SharesUnits. However, in evaluating the merits and risks of an investment in accepting the SharesUnits, the Optionee Unitholder has and will rely only upon the advice of his Unitholder’s own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee Unitholder is aware that the Options Units have no current value, may in the future be of no practical value, and that any value it may have depends on (i) their vesting, (ii) Unitholder’s continued service to Viant and its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option PriceAffiliates, and (iii) that any investment in common shares membership units of a private closely held corporation such as limited liability company like the Company Plan is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee understands that any Shares acquired on exercise of the Options will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Unitholder has read and understands the restrictions and limitations set forth in the Shareholders Agreement, the Plan and this Unitholder’s Grant Agreement. • The Optionee Unitholder has not relied upon any oral representation made to the Optionee Unitholder relating to the Options Grant Agreement or the purchase receipt of the Shares on exercise of some Units under the Plan or all of the Options or upon information presented Unitholder’s Grant Agreement in any promotional meeting or material relating to the Options or issuance of the SharesUnits to Unitholder. • The Optionee Unitholder understands and acknowledges that, if and when he exercises that the Options, (a) Plan does not have any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (b) except as otherwise provided under the Shareholders Agreement, the Company has no obligation to register the Shares Units or to file any registration statement under federal or state securities lawsin respect of the Units.

Securities Law Representations. The Optionee Participant acknowledges that the Options Award and the Shares shares of Common Stock subject to the Award are not being registered under the Securities Act, based, in part, on either (i) in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The OptioneeParticipant, by executing this Agreement, hereby makes the following representations to the Company Corporation and acknowledges that the CompanyCorporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee Participant is acquiring the Options Award and, if and when he or she acquires any Shares pursuant to the Optionee exercises the OptionsAward, will acquire the such Shares solely for the OptioneeParticipant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Participant has had an opportunity to ask questions and receive answers from the Company Corporation regarding the terms and conditions of the Options Award and the restrictions imposed on any Shares purchased upon exercise of the OptionsShares. The Optionee Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise accept the Options and purchase the SharesAward. However, in evaluating the merits and risks of an investment in the Shares, the Optionee Participant has and will rely only upon the advice of his his/her own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee Participant is aware that the Options Award and any Shares acquired hereunder may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Participant understands that any the Shares acquired on exercise of the Options will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Participant has read and understands the restrictions and limitations set forth in the Shareholders Agreement, the Plan and this AgreementAgreement which will be imposed on the Shares. • The Optionee has not relied upon any At no time was an oral representation made to the Optionee Participant relating to the Options Award and the Participant was not presented with or the purchase of the Shares on exercise of some or all of the Options or upon information presented in solicited by any promotional meeting or material relating to the Options Award or the Shares. • The Optionee Participant understands and acknowledges that, if and when he exercises the Options, that (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear bear, in addition to any other legends which may be required by applicable federal and state securities laws, the legend set forth in Section 16(b) of this Agreement, and (b) except as otherwise provided under the Shareholders Agreement, the Company Corporation has no obligation to register the Shares or file any registration statement under federal or state securities laws.

Securities Law Representations. The Optionee acknowledges that the Options Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 or Regulation D promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee is acquiring the Options Option and, if and when the Optionee she exercises the OptionsOption, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Option and the restrictions imposed on any Shares purchased upon exercise of the OptionsOption. The Optionee has been furnished with, and/or has access to, such information as he she considers necessary or appropriate for deciding whether to exercise the Options Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his her own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his her knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that the Options Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee understands that any Shares acquired on exercise of the Options Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he she is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Shareholders Management Investor Rights Agreement, the Plan and this Agreement. The Optionee acknowledges that to the extent the Optionee is not a party to the Management Investor Rights Agreement at the time that the Optionee exercises any portion of the Option, such exercise shall be treated for all purposes as effecting the Optionee’s simultaneous execution of the Management Investor Rights Agreement and the Optionee shall be bound thereby. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Options Option or the purchase of the Shares on exercise of some or all of the Options Option or upon information presented in any promotional meeting or material relating to the Options Option or the Shares. • The Optionee understands and acknowledges that, if and when he she exercises the OptionsOption, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (b) except as otherwise provided under the Shareholders Management Investor Rights Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.