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 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 (a) Seller was granted access to the business premises, offices, properties, and business, corporate and financial books and records of Purchaser. Seller was permitted to examine the foregoing records, to question officers of Purchaser, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of Purchaser. Purchaser furnished to Seller all information regarding its business and affairs that Seller requested. (b) Seller recognizes that the Options and the Exchange Shares are will not being be registered under the Securities Act, based, in part, on either (iAct and will therefore constitute "restricted securities" as defined pursuant to Rule 144(a)(3) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act under which means, among other things, that Seller generally will not be able to sell the Exchange Shares for a period of at least one (1) year following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or (ii) otherwise disposed of except in compliance with the fact Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that Seller must bear the economic risk of the investment in the Exchange Shares for an indefinite period of time; further, if either Seller desires to sell or transfer all or any part of the Exchange Shares, Purchaser may require such Seller's counsel to provide a legal opinion that the Optionee transfer may be made without registration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, Seller is subject to the restriction on transfer described herein and Purchaser will issue stop transfer orders with Purchaser's transfer agent to enforce such restrictions; further, the Exchange Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their considerable knowledge and experience in financial and business matters, Seller is able to evaluate the merits, risks, and other factors bearing on the suitability of the Exchange Shares as an “accredited investor” investment. Seller, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), andqualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act. (d) Each Seller's annual income and net worth are such that he would not now be, and does not contemplate being, required to dispose of any investment in each the Exchange Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Exchange Shares for an indefinite period. (ie) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may Each Seller's acquisition of the Exchange Shares will 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 his own account, as principal, for investment purposes onlyinvestment, and not with a view to or an intent to sellto, 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 any underwriting 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 lawsdistribution.

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 Each of the Sapientia Shareholder hereby acknowledges that the Options and the Shares agrees with BriaCell that: (a) they 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 BriaCell Payment Shares solely for the Optionee’s their own account, for investment purposes only, only and not with a view to any resale, distribution or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion other disposition of the shares within Securities in violation of the meaning United States securities as contemplated by the provisions of Section 2(11) 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 1933 (“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 US 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 they are each an “accredited investor” as otherwise provided such term is defined in Rule 501(a) of Regulation D under the Shareholders AgreementUS Securities Act; (c) they understand (i) the BriaCell Payment Shares have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States; and (ii) the sale contemplated hereby is being made in reliance on an exemption from such registration requirements; (d) the issuance of the BriaCell Payment Shares in exchange therefor will be made pursuant to appropriate from the formal takeover bid and registration and prospectus (or equivalent) exemptions of Canadian Securities Laws; (e) the certificates representing the BriaCell Payment Shares will bear such legends as required by Securities Laws and the policies of the Exchange and it is the responsibility of the Sapientia Shareholder to find out what those restrictions are and to comply with them before selling the BriaCell Payment Shares; and (f) they are knowledgeable of, or has been independently advised as to, the Company has no obligation applicable laws of that jurisdiction which apply to register the sale of the Sapientia Shares or file any registration statement under federal or state securities lawsand the issuance of the BriaCell Payment Shares and which may impose restrictions on the resale of such BriaCell Payment Shares in that jurisdiction and it is the responsibility of the Sapientia Shareholder to find out what those resale restrictions are, and to comply with them before selling the BriaCell Payment Shares.

Securities Law Representations. (a) The Optionee acknowledges Purchaser is receiving the Shares for investment for the Purchaser’s own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof, other than as contemplated hereby. (b) The Purchaser has been given the opportunity to obtain any information or documents relating to, and to ask questions and receive answers about, the Company and the business and prospects of the Company which the Purchaser deems necessary to evaluate the merits and risks related to the Purchaser’s investment in the Shares and to verify the information received, and the Purchaser’s knowledge and experience in financial and business matters are such that the Options Purchaser is capable of evaluating the merits and risks of the purchase of the Shares. (c) The Purchaser’s financial condition is such that the Purchaser can afford to bear the economic risk of holding the Shares are for an indefinite period of time and has adequate means for providing for the Purchaser’s current needs and contingencies and to suffer a complete loss of the investment in the Shares. (d) The Purchaser has been advised that (i) the Company’s issuance of the Shares will not being have been registered under the Securities Act, based(ii) the Shares may need to be held indefinitely, and the Purchaser must continue to bear the economic risk of the investment in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated the Shares unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (iiiii) there is no public market for the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) Shares and (iiiv) above, a comparable exemption from qualification under applicable state securities laws, as each when and if the Shares 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 disposed of without registration in 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 such disposition can be made only in effectlimited amounts in accordance with the terms and conditions of such Rule. (e) The Purchaser has been advised that and consents to the placement of a restrictive legend in the following form on the certificate representing the Shares: “THE SECURITIES OF FALCON ACQUISITION GROUP, INC. REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT AND SUCH LAWS. THE SECURITIES OF FALCON ACQUISITION GROUP, INC. REPRESENTED BY THIS CERTIFICATE OR DOCUMENT ARE SUBJECT TO VOTING RESTRICTIONS WITH RESPECT TO CERTAIN SECURITIES HELD BY PERSONS OR ENTITIES THAT FAIL TO QUALIFY AS “CITIZENS OF THE UNITED STATES” AS THE TERM IS DEFINED IN SECTION 40102(a)(15) OF SUBTITLE XXX XX XXXXX 00 XX XXX XXXXXX XXXXXX CODE, AS AMENDED, IN ANY SIMILAR LEGISLATION OF THE UNITED STATES ENACTED IN SUBSTITUTION OR REPLACEMENT THEREFOR, AND AS INTERPRETED BY THE DEPARTMENT OF TRANSPORTATION, ITS PREDECESSORS AND SUCCESSORS, FROM TIME TO TIME. SUCH VOTING RESTRICTIONS ARE CONTAINED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE BYLAWS OF FALCON ACQUISITION GROUP, INC., AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME. A COMPLETE AND CORRECT COPY OF SUCH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE BYLAWS SHALL BE FURNISHED FREE OF CHARGE TO THE HOLDER OF THE SECURITIES REPRESENTED HEREBY UPON WRITTEN REQUEST TO THE SECRETARY OF FALCON ACQUISITION GROUP, INC.” (f) The Optionee acknowledges receiving a copy Purchaser understands that the Company has no present intention of Rule 144 promulgated registering the Shares. (g) The Purchaser is an “accredited investor” within the meaning of Regulation D 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 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 (a) Seller was granted access to the business premises, offices, properties, and business, corporate and financial books and records of Purchaser. Seller was permitted to examine the foregoing records, to question officers of Purchaser, and to make such other investigations as they considered appropriate to determine or verify the business and financial condition of Purchaser. Purchaser furnished to Seller all information regarding its business and affairs that Seller requested. (b) Seller recognizes that the Options and the Exchange Shares are will not being be registered under the Securities Act, based, in part, on either (iAct and will therefore constitute "restricted securities" as defined pursuant to Rule 144(a)(3) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act under which means, among other things, that Seller generally will not be able to sell the Exchange Shares for a period of at least one (1) year following the Closing Date, and may not be sold, offered for sale, transferred, pledged, hypothecated or (ii) otherwise disposed of except in compliance with the fact Securities Act, as such, by way of illustration but without limitation, in compliance the safe harbor provisions of Rule 144; further, the legal consequences of the foregoing mean that Seller must bear the economic risk of the investment in the Exchange Shares for an indefinite period of time; further, if either Seller desires to sell or transfer all or any part of the Exchange Shares, Purchaser may require such Seller's counsel to provide a legal opinion that the Optionee transfer may be made without registration under the Securities Act; further, other restrictions discussed elsewhere herein may be applicable; further, Seller is subject to the restriction on transfer described herein and Purchaser will issue stop transfer orders with Purchaser's transfer agent to enforce such restrictions; further, the Exchange Shares will bear a legend restricting transfer; and further, the following paragraph, or language substantially equivalent thereto, will be inserted in or stamped on the certificates evidencing the same: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT. THIS STOCK MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SAME UNDER THE SECURITIES ACT OF 1933 OR OPINION OF COUNSEL SATISFACTORY TO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES LAWS. (c) Because of their considerable knowledge and experience in financial and business matters, Seller is able to evaluate the merits, risks, and other factors bearing on the suitability of the Exchange Shares as an “accredited investor” investment. Seller, individually or by virtue of a "purchaser representative" (as defined pursuant to Rule 501(h) under the Securities Act), andqualifies as an "accredited investor" as defined under Rule 501(a) under the Securities Act. (d) Each Seller's annual income and net worth are such that he would not now be, and does not contemplate being, required to dispose of any investment in each the Exchange Shares, including the risk of losing all or any part of his investment and the inability to sell, transfer, pledge, or otherwise dispose of any of the Exchange Shares for an indefinite period. (ie) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may Each Seller's acquisition of the Exchange Shares will 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 his own account, as principal, for investment purposes onlyinvestment, and not with a view to or an intent to sellto, or to offer for resale in connection with with, any unregistered underwriting or distribution. (f) Lock-up Agreement. At any time before or after the Closing Date, Seller agrees to execute any and all or any portion stock restriction agreements, lock-up agreements, and other agreements affecting the transfer of the shares within the meaning Exchange Shares consistent with agreements executed by other stockholders 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 lawsPurchaser.

Securities Law Representations. The Optionee Park Road Shareholder hereby acknowledges that the Options and the Shares agrees with Eight Dragons that: (a) they 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 Eight Dragons Payment Shares solely for the Optionee’s their own account, for investment purposes only, only and not with a view to any resale, distribution or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion other disposition of the shares within Securities in violation of the meaning United States securities as contemplated by the provisions of Section 2(11) of the Securities Act and/or of 1933 ("US Securities Act"); (b) they are each an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the US Securities Act; (c) they understand (i) the Eight Dragons Payment Shares have not been and will not be registered under the US Securities Act or the securities laws of any applicable state securities laws. • The Optionee of the United States; and (ii) the sale contemplated hereby is being made in reliance on an exemption from such registration requirements; and (iii) the Park Road Shareholder has had an opportunity to ask questions and receive answers from the Company regarding to any questions such Park Road Shareholder may have had concerning the terms and conditions of the Options Agreement and the restrictions imposed on any Shares purchased upon exercise of the Options. The Optionee has been furnished withEight Dragons Payment Shares, 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 including the merits and risks involved in making an investment decision with respect to the Eight Dragons Payment Shares; and (iv) has obtained any additional information that such Park Road Shareholder has requested; and (v) has consulted his own tax counsel, accountant or business advisor, respectively, as to legal, tax and related matters concerning the Eight Dragons Payment Shares and understands the economic risks of an his investment in the Eight Dragons Payment Shares, the Optionee has and will rely only upon the advice including a complete loss of his own legal counselinvestment; and (d) the certificates representing the Eight Dragons Payment Shares will bear such legends as required by Securities Laws and the policies of the Exchange and it is the responsibility of the Park Road Shareholder to find out what those restrictions are and to comply with them before selling the Eight Dragons Payment Shares; and (e) they are knowledgeable of, tax advisorsor has been independently advised as to, and/or investment advisors. • The Optionee acknowledges the applicable laws of that jurisdiction which apply to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value sale of the Shares. • The Optionee is aware that Park Road Shares and 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 issuance of the underlying Eight Dragons Payment Shares to an amount and which may impose restrictions on the resale of such Eight Dragons Payment Shares in excess that jurisdiction and it is the responsibility of the Option PricePark Road Shareholder to find out what those resale restrictions are, and that any investment in common shares of a private closely held corporation such as to comply with them before selling 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 Eight Dragons Payment 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 Based on representations that the Options and the Shares are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption Company has received 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 its Company Holders pursuant to such Company Xxxxxx’s Letter of Transmittal: (ia) 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 Each 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 Holder is acquiring the Options and, if Acquiror Common Stock in its own name and when the Optionee exercises the Options, will acquire the Shares solely for the Optionee’s its own account, account for investment purposes only, and not for the benefit or the account of any other person or entity and is not acquiring Acquiror Common Stock, or any part thereof, with a view to resale, transfer or distribution. (b) Each Company Holder (i) is an intent to sellAccredited Investor, or to offer for resale (ii) has knowledge and experience in connection with any unregistered distribution, all or any portion financial and business matters and is fully capable 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 Acquiror Common Stock, (iii) is familiar with the Sharesbusiness of Acquiror and has had access to all material information concerning its investment in Acquiror, (iv) has received all the Optionee information it considers necessary or appropriate for deciding whether to acquire the Acquiror Common Stock, (v) has and will rely only upon the advice of his own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that financial ability to bear the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value economic risk of the Shares. • The Optionee is aware that investment in Acquiror Common Stock (including the Options may be complete loss of its investment), (vi) has adequate means of providing for its current needs and contingencies and has no practical value, that any value it may have depends on need for liquidity with respect to its vesting and exercisability as well as an increase investment in the Fair Market Value Acquiror Common Stock and (vii) has relied upon its own investigation and the express representations and warranties of Acquiror and the underlying Shares to an amount Merger Subs set forth in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the ARTICLE V. (c) Each 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 Holder understands that any Shares acquired on exercise of (i) the Options Acquiror Common Stock will be characterized as “restricted securities” under the federal securities lawslaws and that the Acquiror Common Stock are being acquired in a transaction not involving a public offering, (ii) the Acquiror Common Stock have not been, and thatwill not be, 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 registered 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 Acquiror is issuing the Acquiror Common Stock in a transaction exempt from the registration requirements thereof, and (biii) except as the Acquiror Common Stock may not be offered, sold, transferred, pledged, hypothecated or otherwise provided disposed of unless such disposition is registered under the Shareholders Agreement, the Company has no obligation to register the Shares or file Securities Act and/or any registration statement under federal or other applicable state securities lawslaws or is exempt from registration thereunder.

Securities Law Representations. The Optionee Employee acknowledges that the Options and the Shares are Restricted Stock is 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 Employee 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 OptioneeEmployee further represents the following, by executing as of the date hereof: • The Employee represents and warrants that (i) such party has full legal power, authority and right to execute and deliver, and to perform its obligations under, this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal (ii) this Agreement has been duly and state securities law exemptions from registration validly executed and qualification is predicated, delivered by such party and constitutes a valid and binding agreement of such party enforceable against such party 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 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 Employee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options Restricted Stock Award and the restrictions imposed on the Restricted Stock and any Shares purchased upon exercise of subject to 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 advisorsRestricted Stock. • 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 Employee is aware that the Options may be of no practical value, that any value it the Restricted Stock 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 Pricevesting, 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 constitute an investment 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 Employee has read and understands the restrictions and limitations set forth in the Shareholders Stockholders Agreement, the Plan and this Agreement. • The Optionee Employee has not relied upon any oral representation made to the Optionee Employee relating to the Options or the purchase of the Shares on exercise of some or all of the Options to, or upon information presented in any promotional meeting or material relating to to, the Options Restricted Stock Award or the SharesRestricted Stock. • The Optionee Employee understands and acknowledges that, if and when he exercises the OptionsRestricted Stock vests, (a) any certificate evidencing the such 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 such Shares or file any registration statement under federal or state securities laws.

Securities Law Representations. The Optionee acknowledges (a) Seller represents that the Options and the Shares are not being registered under the Securities Act, based, in part, on either it (i) reliance upon an exemption was provided the opportunity to ask questions of and receive answers from registration under Securities Parent, or its representative, concerning the operations, business and Exchange Commission Rule 701 promulgated under the Securities Act or financial condition of Parent, and all such questions have been answered to its full satisfaction and any information necessary to verify such responses has been made available to it; (ii) has received such documents, materials and information as it deems necessary or appropriate for evaluation of the fact that Convertible Debentures and the Optionee is an “accredited investor” Common Stock of Parent into which they may be converted (as defined under the Securities Act"Common Stock"), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, further confirms that it has carefully read and understand these materials and have made such further investigation as each may be amended from time was deemed appropriate to time. The Optionee, by executing this Agreement, hereby makes the following representations obtain additional information 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 verify the accuracy of these representations: • The Optionee such materials; (iii) confirm that the Convertible Debentures were not offered to Seller by any means of general solicitation or general advertising; (iv) believes that Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Convertible Debentures (v) is acquiring the Options and, if and when the Optionee exercises the Options, will acquire the Shares solely Convertible Debentures for the Optionee’s its own account, for investment purposes only, and not with a view towards the sale or other distribution thereof, other than pursuant to an effective resale registration statement in whole or an intent to sell, in part or to offer for resale in connection with any unregistered distribution, all or any portion of exemption therefrom; (vi) understands that 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 Convertible Debentures and the restrictions imposed on any Shares purchased upon exercise of the Options. The Optionee has Common Stock have not 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” registered under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration of any state or under the Securities Act and are offered in reliance on exemptions therefrom and that the Convertible Debentures and the Common Stock have not been approved or disapproved by the SEC or by any other federal or state agency; and (vii) understands that (a) owners of the Convertible Debentures and the Common Stock will have only such rights, if any, to require the Convertible Debentures and the Common Stock to be registered under the Securities Act as are provided to purchasers of Convertible Debentures pursuant to the Private Placement; and (b) it may not be possible for it to sell the Convertible Debentures and the Common Stock and accordingly, it may have to hold the Convertible Debentures and the Common Stock, and bear the economic risk of this investment for an extended period of time: The foregoing, however, does not limit or modify the representations and warranties of Buyer in certain limited circumstances, including in accordance Section 6 of this Agreement or the right of the Seller to rely thereon. (b) The Seller agrees with Buyer and Parent that the conditions Convertible Debentures and Common Stock will not be sold or otherwise disposed of Rule 144 promulgated except pursuant to (a) an exemption or exclusion from the registration requirements under the Securities Act, as presently which does not require the filing by Parent with the SEC of any registration statement, offering circular or other document, in effect. The Optionee acknowledges receiving which case the Seller shall first supply to Parent an opinion of counsel (which opinion of counsel shall be reasonably satisfactory to Parent) that such exemption or exclusion is available, or (b) a copy of Rule 144 promulgated registration statement filed by Parent with the SEC under the Securities Act, as presently in effect, . (c) Seller agrees that the certificates for the Convertible Debentures and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and Common Stock received shall bear substantially the following legend: The securities represented by this Certificate have not been registered under the Securities Act of 1933 or with any state securities commission, and may not be transferred or disposed of by the holder in the absence of a registration statement which is effective under the Securities Act of 1933 and applicable state securities law. • The Optionee has read laws and understands the restrictions and limitations set forth in the Shareholders Agreementrules, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made or unless, immediately prior to the Optionee relating to the Options or the purchase time set for transfer, such transfer can be effected without violation of the Shares on exercise Securities Act of some 1933 and other applicable state laws and rules. In addition, Seller agrees that Parent may place stop transfer orders with its transfer agents, trustees or all custodians, as the case may be, with respect to such certificates. The appropriate portions of the Options legend will be removed from the certificate for the Convertible Debentures or Common Stock, as the case may be, promptly upon information presented in any promotional meeting or material relating delivery 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 Parent of reorganization or recapitalization) when issued shall bear any legends which such satisfactory evidence as may be reasonably required by applicable federal and state securities laws, and (b) except as otherwise provided under Parent that such legend is not required to ensure compliance with the Shareholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities lawsSecurities Act.

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 The Class A-2 Common Stock to be acquired by it pursuant to this Agreement will be acquired for its own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and Exchange Commission Rule 701 promulgated the Class A-2 Common Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) It understands and acknowledges that (i) the Class A-2 Common Stock has not been registered under the Securities Act or any state securities laws, and such units are being sold in reliance upon an exemption or exemptions from the registration and prospectus delivery requirements of the Securities Act and applicable state securities laws, and must be held by it indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Class A-2 Common Stock for an indefinite period of time), and (ii) there is not currently a trading market for the fact Class A-2 Common Stock and there can be no assurances that the Optionee same will be listed on any exchange or quoted on any quotation system; (iii) It is an “accredited investor” (as that term is defined under Rule 501(a) promulgated pursuant to 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 “qualified purchaser” 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 Section 3(c)(7) of the Options Investment Company Act of 1940, as amended (the “Investment Company Act”), and the restrictions imposed on any Shares purchased upon exercise as such that term is defined in Section 2(a)(51) of the OptionsInvestment Company Act. The Optionee It is an experienced and sophisticated investor and has been furnished withsuch knowledge and experience in financial, and/or has access to, such information business and investment matters as he considers are necessary or appropriate for deciding whether to exercise the Options and purchase the Shares. However, in evaluating evaluate the merits and risks of an investment in the Shares, Class A-2 Common Stock and protecting its interests in connection therewith; and (iv) It has received and reviewed information regarding CT Legacy REIT Mezz Borrower and its subsidiaries that has been provided to it by CT Legacy REIT Mezz Borrower and has been given the Optionee has opportunity to ask questions of and will rely only upon to receive answers from CT Legacy REIT Mezz Borrower concerning 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 PriceLegacy Assets, and that any investment in common shares the business, operations and financial condition of a private closely held corporation such as the Company is non-marketable, non-transferable CT Legacy REIT Mezz Borrower 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 lawsits subsidiaries.