Common use of Securities Law Representations Clause in Contracts

Securities Law Representations. The Optionee acknowledges that the Option and the Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, and 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 Option and, if and when he or she exercises the Option, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee is an “accredited investor,” as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. The Optionee has been furnished with, and/or has access to, such information as the Optionee considers necessary or appropriate for deciding whether to exercise the Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of the Optionee’s own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his or her knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that any value of the Option depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a 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 Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Optionee is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Management Investor Rights Agreement, the Plan and this Agreement. The Optionee acknowledges that to the extent the Optionee is not a party to the Management Investor Rights Agreement at the time that the Optionee exercises any portion of the Option, such exercise shall be treated for all purposes as effecting the Optionee’s simultaneous execution of the Management Investor Rights Agreement and the Optionee shall be bound thereby. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any promotional meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges that, if and when he or she exercises the Option, (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 Management Investor Rights Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee acknowledges that the Option and the Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, and 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 Option and, if and when he or she exercises the Option, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee is an “accredited investor,” as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. The Optionee has been furnished with, and/or has access to, such information as the Optionee he considers necessary or appropriate for deciding whether to exercise the Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of the Optionee’s his own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his or her knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that the Option may be of no practical value, that any value of the Option it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a 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 Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Optionee 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 Management Investor Rights Agreement, the Plan and this Agreement. The Optionee acknowledges that to the extent the Optionee is not a party to the Management Investor Rights Agreement at the time that the Optionee exercises any portion of the Option, such exercise shall be treated for all purposes as effecting the Optionee’s simultaneous execution of the Management Investor Rights Agreement and the Optionee shall be bound thereby. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any promotional meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges that, if and when he or she exercises the Option, (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 Management Investor Rights Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee acknowledges Seller and Buyer agree and acknowledge that the Option and the Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, and 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 and warranties shall be deemed to have been made as of the date hereof and as of the date of the distribution of the TRX Shares to the Company Seller. (a) The TRX Shares are being acquired for Seller’s 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 Option and, if and when he Owners’ own accounts; not as a nominee or she exercises the Option, will acquire the Shares solely for the Optionee’s own account, for investment purposes onlyagent, and not with a view to the direct or an intent to sellindirect sale or distribution of any part thereof, and neither Seller nor the Owners have any present intention of selling, granting any participation in, or to offer for resale otherwise distributing the same, except in connection compliance with any unregistered distribution, all the Securities Act. (b) Seller and the Owners understand and acknowledge that (i) the TRX Shares have not been registered under the Securities Act or any portion of state securities laws, are being sold in reliance upon an exemption or exemptions from the shares within the meaning registration and prospectus delivery requirements of the Securities Act and/or any and applicable state securities laws. • The Optionee , and must be held indefinitely unless a subsequent disposition thereof is an “accredited investor,” as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated registered under the Securities Act. • The Optionee has had an opportunity to ask questions Act and receive answers from applicable state securities laws or is exempt therefrom, and (ii) there is not currently a trading market for the Company regarding TRX Shares and there can be no assurances that the terms and conditions of the Option TRX Shares will be listed on any exchange or quoted on any quotation system. (c) Seller and the restrictions imposed on any Shares purchased upon exercise Owners have knowledge, skill and experience in financial, business and investment matters relating to an investment of the Option. The Optionee has been furnished with, and/or has access to, such information as the Optionee considers necessary or appropriate for deciding whether to exercise the Option this type and purchase the Shares. However, in are capable of evaluating the merits and risks of an such investment and protecting their interests in connection therewith. To the Sharesextent deemed necessary by Seller or any Owner, the Optionee Seller or such Owner has and will rely only upon the advice of the Optioneeretained, at Seller’s or such Owner’s own legal counselexpense, appropriate professional advice regarding the investment, tax advisors, and/or investment advisors. • The Optionee acknowledges and legal merits and consequences of acquiring and owning the TRX Shares. (d) Seller and the Owners acknowledge and agree that prior to the best of his or her knowledge the Option Price is not less than what the Board date hereof, each such party has determined to be the Fair Market Value of the Shares. • The Optionee is aware that any value of the Option depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a 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 Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Optionee is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Management Investor Rights Agreement, the Plan and this Agreement. The Optionee acknowledges that to the extent the Optionee is not a party to the Management Investor Rights Agreement at the time that the Optionee exercises any portion of the Option, such exercise shall be treated for all purposes as effecting the Optioneecarefully reviewed Buyer’s simultaneous execution of the Management Investor Rights Agreement and the Optionee shall be bound thereby. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any promotional meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges that, if and when he or she exercises the Option, (a) any certificate evidencing Annual Report on Form 10-K for the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock splityear ended December 31, 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, 2005 and (b) except as otherwise provided under Quarterly Report on Form 10-Q for the Management Investor Rights Agreementquarter ending June 30, 2006 and Current Reports on Form 8-K filed since 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 certificatesdate thereof.

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

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

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

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

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

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

Securities Law Representations. The Optionee acknowledges that the Option and the Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, and 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 Option and, if and when he or she exercises the Option, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee is an “accredited investor,” as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. The Optionee has been furnished with, and/or has access to, such information as the Optionee considers necessary or appropriate for deciding whether to exercise the Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of the Optionee’s own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his or her knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that any value of the Option depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a 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 Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Optionee is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Management Investor Rights Agreement, the Plan and this Agreement. The Optionee acknowledges that to the extent the Optionee is not a party to the Management Investor Rights Agreement at the time that the Optionee exercises any portion of the Option, such exercise shall be treated for all purposes as effecting the Optionee’s simultaneous execution of the Management Investor Rights Agreement and the Optionee shall be bound thereby. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any promotional meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges that, if and when he or she exercises the Option, (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 Management Investor Rights Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee acknowledges that the Option and the Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, and 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 Option and, if and when he or she exercises the Option, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee is an “accredited investor,” as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. The Optionee has been furnished with, and/or has access to, such information as the Optionee she considers necessary or appropriate for deciding whether to exercise the Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of the Optionee’s her own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his or her knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that the Option may be of no practical value, that any value of the Option it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a 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 Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Optionee she is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Management Investor Rights Agreement, the Plan and this Agreement. The Optionee acknowledges that to the extent the Optionee is not a party to the Management Investor Rights Agreement at the time that the Optionee exercises any portion of the Option, such exercise shall be treated for all purposes as effecting the Optionee’s simultaneous execution of the Management Investor Rights Agreement and the Optionee shall be bound thereby. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any promotional meeting or material relating to the Option or the Shares. • The Optionee understands and acknowledges that, if and when he or she exercises the Option, (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 Management Investor Rights Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee Participant acknowledges that the Option and the Shares are not being registered under the Securities Act, based, in part, in on reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, Act and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The OptioneeParticipant, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee Participant is acquiring the Option and, if and when he or she exercises the Option, will acquire the Shares solely for the OptioneeParticipant’s own account, for investment purposes only, and not with a view or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Participant is an “accredited investor,” as that term is defined in Rule 501(a)(1), (2501(a)(1),(2) or (3) of Regulation D promulgated under the Securities Act. • The Optionee Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. The Optionee Participant has been furnished with, and/or has access to, such information as the Optionee Participant considers necessary or appropriate for deciding whether to exercise the Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee Participant has and will rely only upon the advice of the OptioneeParticipant’s own legal counsel, tax advisors, advisors and/or investment advisors. • The Optionee Participant acknowledges that to the best of his or her knowledge the Option Price is not less than what the Board or a committee thereof has determined to be the Fair Market Value of the Shares. • The Optionee Participant is aware that any value of the Option depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable nontransferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Participant understands that any Shares acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, laws and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Optionee Participant is familiar with such rule, rule and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Participant has read and understands the restrictions restrictions, limitations and limitations the Company’s rights set forth in the Management Investor Rights Agreement, the Plan and this Agreement. The Optionee acknowledges Agreement that to will be imposed on the extent the Optionee is not a party to the Management Investor Rights Agreement at the time Option (including those restrictions and limitations that the Optionee exercises will continue after any portion of the Option, such exercise shall be treated for all purposes as effecting the Optionee’s simultaneous execution of the Management Investor Rights Agreement and the Optionee shall be bound therebyOptions have vested). • The Optionee Participant has not relied upon any oral representation made to the Optionee Participant relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any promotional meeting or material relating to the Option or the Shares. • The Optionee Participant understands and acknowledges that, that if and when he or she exercises the Option, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which that may be required by applicable federal and state securities laws, this Agreement or the Plan and (b) except as otherwise provided under the Management Investor Rights Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

Securities Law Representations. The Optionee Participant acknowledges that the Option and the Shares are not being registered under the Securities Act, based, in part, in on reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act, Act and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time -2- EXHIBIT 10.7 to time. The OptioneeParticipant, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee Participant is acquiring the Option and, if and when he or she exercises the Option, will acquire the Shares solely for the OptioneeParticipant’s own account, for investment purposes only, and not with a view or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee Participant is an “accredited investor,” as that term is defined in Rule 501(a)(1), (2501(a)(1),(2) or (3) of Regulation D promulgated under the Securities Act. • The Optionee Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. The Optionee Participant has been furnished with, and/or has access to, such information as the Optionee Participant considers necessary or appropriate for deciding whether to exercise the Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee Participant has and will rely only upon the advice of the OptioneeParticipant’s own legal counsel, tax advisors, advisors and/or investment advisors. • The Optionee Participant acknowledges that to the best of his or her knowledge the Option Price is not less than what the Board or a committee thereof has determined to be the Fair Market Value of the Shares. • The Optionee Participant is aware that any value of the Option depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable nontransferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee Participant understands that any Shares acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, laws and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Optionee Participant is familiar with such rule, rule and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee Participant has read and understands the restrictions restrictions, limitations and limitations the Company’s rights set forth in the Management Investor Rights Agreement, the Plan and this Agreement. The Optionee acknowledges Agreement that to will be imposed on the extent the Optionee is not a party to the Management Investor Rights Agreement at the time Option (including those restrictions and limitations that the Optionee exercises will continue after any portion of the Option, such exercise shall be treated for all purposes as effecting the Optionee’s simultaneous execution of the Management Investor Rights Agreement and the Optionee shall be bound therebyOptions have vested). -3- EXHIBIT 10.7 • The Optionee Participant has not relied upon any oral representation made to the Optionee Participant relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any promotional meeting or material relating to the Option or the Shares. • The Optionee Participant understands and acknowledges that, that if and when he or she exercises the Option, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which that may be required by applicable federal and state securities laws, this Agreement or the Plan and (b) except as otherwise provided under the Management Investor Rights Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

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

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

Securities Law Representations. The Optionee acknowledges that the Option and the Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 or Regulation D promulgated under the Securities Act, and 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 Option and, if and when he or he/she exercises the Option, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee is an “accredited investor,” as that term is defined in Rule 501(a)(1), (2) or (3) of Regulation D promulgated under the Securities Act. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. The Optionee has been furnished with, and/or has access to, such information as the Optionee he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of the Optionee’s his/her own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges receipt of the Company’s Questions and Answers Regarding Stock Awards (the “Stock Award Q&A”), including the financial information referred to therein. • The Optionee acknowledges that to the best of his or her knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value fair market value of the Shares. • The Optionee is aware that the Option may be of no practical value, that any value of the Option it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value and certain other factors 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 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 Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Optionee he or she is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Management Investor Rights Agreement, the Plan and this Agreement. The Optionee acknowledges that to the extent the Optionee is not a party to the Management Investor Rights Agreement at the time that the Optionee exercises any portion of the Option, such exercise shall be treated for all purposes as effecting the Optionee’s simultaneous execution of the Management Investor Rights Agreement and the Optionee shall be bound thereby. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any promotional meeting or material relating to the Option or the Shares. , other than the Stock Award Q&A. • The Optionee Purchaser understands and acknowledges that, if and when he or he/she exercises exercise the Option, (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 Management Investor Rights Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.