Common use of Securities Representations Clause in Contracts

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to registration of the Restricted offering of the Common Stock Units subject to the Option pursuant to the Securities Act or other applicable securities laws, the Participant shall be subject to, deemed to acknowledge and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares make the representations and warranties as described below and as otherwise may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:. (a) He The Participant is acquiring and will hold the shares of Common Stock for investment for his account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Participant has been advised that he or she may be an “affiliate” within offerings of the meaning shares of Rule 144 Common Stock have not been registered under the Securities Act or other applicable securities laws, on the ground that no public offering of 1933the shares of Common Stock is to be effected (it being understood, as amended however, that the shares of Common Stock are being offered in reliance on the exemption provided under Rule 701 under the Securities Act), and that the shares of Common Stock must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel (in the “Act”form and substance satisfactory to the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Participant’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section. The Participant further acknowledges and understands that the Company is under no obligation hereunder to register offerings of the Shares (or to file a “re-offer prospectus”)shares of Common Stock. (c) If he or she The Participant is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Participant acknowledges that he or she is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (d) The Participant will not be available unless sell, transfer or otherwise dispose of the shares of Common Stock in violation of the Plan, this Agreement, the Securities Act (ior the rules and regulations promulgated thereunder) a public trading market then exists for or under any other applicable securities laws. The Participant agrees that he will not dispose of the Common Stock unless and until he has complied with all requirements of this Agreement applicable to the disposition of the Companyshares of Common Stock. (e) The Participant has been furnished with, (ii) adequate and has had access to, such information concerning as he considers necessary or appropriate for deciding whether to invest in the shares of Common Stock, and the Participant has had an opportunity to ask questions and receive answers from the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale the offering of the Shares may be made only Common Stock. (f) The Participant is aware that his investment in the Company is a speculative investment that has limited amounts liquidity and is subject to the risk of complete loss. The Participant is able, without impairing his financial condition, to hold the Common Stock for an indefinite period and to suffer a complete loss of his investment in accordance with such terms and conditionsthe Common Stock.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, appropriate to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units SARs and issuance of Shares upon vesting exercise of the Restricted Stock Units SARs shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement exercise of the Restricted Stock UnitsSARs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) ), currently or at the time he or she desires to sell the Shares acquired upon exercise of the SARs, and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant Upon the delivery of the Restricted shares of Stock Units and issuance of Shares upon vesting prior to the registration of the Restricted shares of Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition pursuant to the settlement Securities Act of 1933, as amended, and the Restricted Stock Unitsrules and regulations thereunder (the “Securities Act”), the Company may require Participant shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of shares of Stock by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He The Participant is acquiring and will hold the shares of Stock to be issued hereunder for investment for the Participant’s account only and not with a view to, or she has been advised that he or she may be an for resale in connection with, any “affiliatedistribution” thereof within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this sectionother applicable securities laws. (b) If he or she is deemed an affiliate within The Participant will not transfer the meaning shares of Rule 144 Stock deliverable with respect to the RSUs in violation of the ActPlan, this Agreement, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available Securities Act (or the Company files an additional registration statement (rules and regulations promulgated thereunder) or a “re-offer prospectus”) under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the shares of Stock to be issued hereunder unless and until the Participant has complied with regard all requirements of the Plan and this Agreement applicable to the disposition of such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)shares of Stock. (c) If he The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or she is deemed appropriate for deciding whether to invest in the shares of Stock to be issued hereunder, and the Participant has had an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption opportunity to ask questions and receive answers from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such shares of Stock. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the shares of Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Participant’s investment in limited amounts in accordance with such terms and conditionsshares of Stock.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting settlement of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section.Section; (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a “re-offer prospectus”).; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares shares of Common Stock upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares shares of Common Stock may be issued hereunder if the issuance of such Shares shares of Common Stock would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares shares of Common Stock may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares shares of Common Stock are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares shares of Common Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares shares of Common Stock and the Company is under no obligation to register the Shares shares of Common Stock (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, Each Limited Partner hereby represents and warrants that: to the Partnership and the General Partner that such Limited Partner (ai) He has acquired its Partnership Interest for itself for investment purposes only, and not with a view to any resale or she distribution of such Partnership Interest, (ii) has been advised and understands that he or she may such Partnership Interest has not been and will not be an “affiliate” within the meaning of Rule 144 registered under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions state securities laws and, therefore, cannot be resold unless such Partnership Interest is available registered under the Securities Act and all applicable state securities laws, or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption unless exemptions from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the publicare available, and (iii) other has, either alone or with its “purchaser representatives” as that term is defined in Rule 501(h) under the Securities Act, such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Partnership. Each Limited Partner further acknowledges that the Partnership and the General Partner have made available to such Limited Partner, at a reasonable time prior to its acquisition of its Partnership Interest, the opportunity to ask questions and receive answers concerning the terms and conditions of Rule 144 such acquisition and to obtain any additional information which the Partnership and/or the General Partner possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished by the Partnership and the General Partner in connection with such acquisition. Each Limited Partner admitted to the Partnership after the date hereof, shall, by its agreeing to be bound by the terms hereof, be deemed to have represented and warranted to the Partnership and the General Partner that such Limited Partner (i) acquired its Partnership Units for itself for investment purposes only, and not with a view to any resale or distribution of such Partnership Units, (ii) has been advised and understands that such Partnership Units have not been and will not be registered under the Securities Act or any exemption therefrom applicable state securities laws and, therefore, cannot be resold unless such Partnership Units are complied with; registered under the Securities Act and all applicable state securities laws, or unless exemptions from registration are available, and (iii) has, either alone or with its “purchaser representatives” as that term is defined in Rule 501(h) under the Securities Act, such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Partnership, and that the Partnership and the General Partner made available to such Limited Partner, at a reasonable time prior to its acquisition of its Partnership Interest, the opportunity to ask questions and receive answers concerning the terms and conditions of such acquisition and to obtain any sale additional information which the Partnership and/or the General Partner possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of the Shares may be made only information furnished by the Partnership and the General Partner in limited amounts in accordance connection with such terms and conditionsacquisition.

Securities Representations. The grant of By exercising the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock UnitsOption, the Company may require Participant is hereby deemed to be making the Participant to satisfy following representations and warranties and any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made issuances of shares of Common Stock by the Company shall be made in reliance upon the following express representations and warranties of the Participant. The Upon exercise of the Option at a time when the Common Stock covered by the Options is not registered under the Securities Act of 1933 (the "Act"), the Participant acknowledgesis thereby deemed to acknowledge, represents represent and warrants warrant that: (a) He shares of the Common Stock are being acquired for the Participant's own account and not with a view to, or she for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any of such shares of Common Stock; (b) the Participant has been advised that he or she may be an “affiliate” within the meaning shares of Rule 144 Common Stock have not been registered under the Securities Act on the ground that no distribution or public offering of 1933the shares of Common Stock is to be effected (it being understood, as amended (however, that the “shares of Common Stock are being issued and sold in reliance on the exemption provided under Rule 701 or Section 4(2) under the Act”) ), and in this connection the Company is relying in part on his or her the Participant's representations set forth in this section.Section; (bc) If he in the event that the Participant is permitted to sell, transfer, pledge, hypothecate, assign or she is deemed otherwise dispose of the shares of Common Stock, the Participant may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws or pursuant to an affiliate within opinion of counsel satisfactory to the meaning Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the shares of Common Stock, and such certificates shall bear any required legends, until such time as the shares of Common Stock evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; (d) the transfer of the shares of Common Stock have not been registered under the Act, and the Shares shares of Common Stock must be held indefinitely unless subsequently registered under the Act or an exemption from any applicable resale restrictions such registration is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).shares of Common Stock; (ce) If he or she is deemed an affiliate the Participant understands that the shares of Common Stock acquired upon exercise of the Option are restricted securities within the meaning of Rule 144 of promulgated under the Act, he or she understands ; that the exemption from form registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock common stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions; (f) the Participant is capable of evaluating the merits and risks of this investment, has the ability to protect Participant's own interest in this transaction and is financially capable of bearing a total loss of his investment; and (g) Participant is fully aware of (i) the speculative nature of the investment in Common Stock, (ii) the financial hazards involved, and (iii) the level of liquidity of the shares being issued and the restrictions on transferability of the shares.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being would be issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant Upon the delivery of the Restricted Stock Units and issuance of Shares upon vesting prior to the registration of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition pursuant to the settlement Securities Act of 1933, as amended, and the Restricted Stock Unitsrules and regulations thereunder (the “Securities Act”), the Company may require Participant shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He The Participant is acquiring and will hold the Shares to be issued hereunder for investment for the Participant’s account only and not with a view to, or she has been advised that he or she may be an for resale in connection with, any “affiliatedistribution” thereof within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this sectionother applicable securities laws. (b) If he or she is deemed an affiliate within The Participant will not Transfer the meaning of Rule 144 Shares deliverable with respect to the RSUs in violation of the ActPlan, this Agreement, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available Securities Act (or the Company files an additional registration statement (rules and regulations promulgated thereunder) or a “re-offer prospectus”) with regard to such Shares and under any other applicable securities laws. The Participant agrees that the Company is under no obligation to register Participant will not dispose of the Shares (or to file a “re-offer prospectus”)be issued hereunder unless and until the Participant has complied with all requirements of the Plan and this Agreement applicable to the disposition of such Shares. (c) If he The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or she is deemed appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Participant has had an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption opportunity to ask questions and receive answers from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Shares. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Participant’s investment in limited amounts in accordance with such terms and conditionsShares.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition pursuant to the settlement Securities Act of 1933, as amended, and the Restricted Stock Unitsrules and regulations thereunder (the “Securities Act”), the Company may require Participant shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He The Participant is acquiring and will hold the Shares to be issued hereunder for investment for the Participant’s account only and not with a view to, or she has been advised that he or she may be an for resale in connection with, any “affiliatedistribution” thereof within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this sectionother applicable securities laws. (b) If he or she is deemed an affiliate within The Participant will not Transfer the meaning of Rule 144 Shares deliverable upon exercise of the ActOption in violation of the Plan, this Agreement, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available Securities Act (or the Company files an additional registration statement (rules and regulations promulgated thereunder) or a “re-offer prospectus”) with regard to such Shares and under any other applicable securities laws. The Participant agrees that the Company is under no obligation to register Participant will not dispose of the Shares (or to file a “re-offer prospectus”)be issued hereunder unless and until the Participant has complied with all requirements of the Plan and this Agreement applicable to the disposition of such Shares. (c) If he The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or she is deemed appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Participant has had an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption opportunity to ask questions and receive answers from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Shares. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Participant’s investment in limited amounts in accordance with such terms and conditionsShares.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of U.S. federal, state or foreign local securities lawlaws, rules, and regulations. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable U.S. federal, state or foreign local securities laws or other law laws, rules, or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act Act, currently or at the time he or she desires to sell the Shares following the vesting of 1933the Restricted Stock, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued distributed to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: : (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section. Section 9; (b) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, the Shares must be held indefinitely by the Participant unless an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to register the resale of the Shares (or to file a “re-offer prospectus”). ; (c) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, he or she the Participant understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (d) the Participant is either, as indicated by the Participant on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participant is capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares.

Securities Representations. The grant of Seller hereby confirms that the Restricted Stock Units Shares to be acquired by the Seller hereunder (subject to the terms and issuance of Shares upon vesting of conditions herein) will be acquired for investment for the Restricted Stock Units shall be subject toSeller’s own account, not as a nominee or agent, and in compliance withnot with a view to the resale or distribution of any part thereof (other than pursuant to an effective registration statement or an available exemption therefrom), all applicable requirements and that the Seller has no present intention of federalselling, state granting any participation in, or foreign securities lawotherwise distributing the same (other than pursuant to an effective registration statement or an available exemption therefrom). No Shares may be issued hereunder if The Seller further represents that the issuance Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which securities. The Seller understands that the Shares may then to be listed. As a condition acquired, subject to the settlement of the Restricted Stock Unitsterms and conditions herein, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriatehave not been, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledgesuntil registered, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) and in this connection , by reason of a specific exemption from the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 registration provisions of the ActSecurities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Seller must be held hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from any applicable resale restrictions such registration and qualification requirements is available or the available. The Seller acknowledges that Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under has no obligation to register or qualify the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she securities for resale. The Seller understands that the exemption from registration Shares may, be notated with a customary Securities Act legend. The Seller represents that it is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditionsSecurities Act.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if pursuant to the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws Securities Act or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Unitsapplicable securities laws, the Company may require Employee shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made reasonably requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants thatEmployee: (a) He The Employee is acquiring and will hold the Shares to be issued hereunder for investment for the Employee’s account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Employee has been advised that he or she may the Shares to be an “affiliate” within the meaning of Rule 144 issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933such Shares is to be effected (it being understood, as amended however, that such Shares are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and that such Shares must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Employee obtains an opinion of counsel (in the “Act”form and substance reasonably satisfactory to the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Employee’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section 7. The Employee further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or to file a “re-offer prospectus”)be issued hereunder. (c) If he or she The Employee is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the United States Securities and Exchange Commission under the Securities Act, he or she which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges that the Employee is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 will have not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning been satisfied and that the Company is then available has no plans to satisfy these conditions in the publicforeseeable future. (d) The Employee has been furnished with, and (iii) other has had access to, such information as the Employee considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Employee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Shares. (e) The Employee is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Employee is able, without impairing the Employee’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Employee’s investment in limited amounts in accordance with such terms and conditionsShares.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Options prior to the registration of the Restricted Common Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if pursuant to the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws Securities Act or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Unitsapplicable securities laws, the Company may require Participant shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:; (a) He The Participant is acquiring and will hold the Common Stock to be issued hereunder for investment for the Participant’s account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The participant has been advised that he or she may the Common Stock to be an “affiliate” within the meaning of Rule 144 issued hereunder has not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933such Common Stock is to be effected (it being understood, as amended however, that such Common Stock is being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and that such Common Stock must be held indefinitely, unless it is subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel (in the “Act”form and substance satisfactory of the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Participant’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section 8. The Participant further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or Common Stock to file a “re-offer prospectus”)be issued hereunder. (c) If he or she The Participant is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the United States Securities and Exchange Commission under the Securities Act, he or she which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Participant acknowledges that the Participant is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (d) The Participant will not be available unless Transfer the shares of Common Stock deliverable upon exercise of the Options in violation of the Plan, this Agreement, the Securities Act (ior the rules and regulations promulgated thereunder) a public trading market then exists for or under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the Common Stock to be issued hereunder unless and until the Participant has complied with all requirements of the CompanyPlan and this Agreement applicable to the disposition of such Common Stock. (e) The Participant has been furnished with, (ii) adequate and has had access to, such information concerning as the Participant considers necessary or appropriate for deciding whether to invest in the Common Stock to be issued hereunder, and the Participant has had an opportunity to ask questions and receive answers from the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Common Stock. (f) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Common Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Participant’s investment in limited amounts in accordance with such terms and conditionsCommon Stock.

Securities Representations. The grant of the Award and the issuance of shares of Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units pursuant hereto shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares shares of Restricted Stock may be issued hereunder if the issuance of such Shares shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares such shares may then be listed. As a condition to the settlement grant of the Restricted Stock UnitsAward, the Company may require the Participant you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares shares of Restricted Stock are being issued to the Participant you and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participantwarranties. The Participant acknowledgesYou acknowledge, represents represent and warrants warrant that: (a) He or she has you have been advised that he or she you may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her your representations set forth in this section. (b) If he or she is if you are deemed to be an affiliate within the meaning of Rule 144 of the Act, the Shares shares issued to you must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares shares and the Company is under no obligation to register the Shares shares (or to file a “re-offer prospectus”). (c) If he or she is if you are deemed to be an affiliate within the meaning of Rule 144 of the Act, he or she understands you understand that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Companyshares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale sales of the Shares shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units Award and issuance of Shares shares of Common Stock upon vesting settlement of the Restricted Stock Units Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares shares of Common Stock may be issued hereunder if the issuance of such Shares shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares such shares may then be listed. As a condition to the settlement of the Restricted Stock UnitsAward, the Company may require the Participant you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares shares of Common Stock are being issued to the Participant you and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participantwarranties. The Participant acknowledgesYou acknowledge, represents represent and warrants warrant that: (a) He or she has you have been advised that he or she you may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her your representations set forth in this section. (b) If he or she is you are deemed to be an affiliate within the meaning of Rule 144 of the Act, the Shares shares of Common Stock issued to you must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares shares of Common Stock and the Company is under no obligation to register the Shares shares (or to file a “re-offer prospectus”). (c) If he or she is you are deemed to be an affiliate within the meaning of Rule 144 of the Act, he or she understands you understand that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the CompanyStock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale sales of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units Award and issuance of Shares shares of Common Stock upon vesting settlement of the Restricted Stock Units Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares shares of Common Stock may be issued hereunder if the issuance of such Shares shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares such shares may then be listed. As a condition to the settlement of the Restricted Stock UnitsAward, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares shares of Common Stock are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares shares of Common Stock and the Company is under no obligation to register the Shares shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale sales of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of Participant acknowledges and makes the Restricted Stock Units representations, warranties and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulationcovenants set forth below. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this sectionSection 7. (a) The Participant is acquiring and will hold the Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) If he or she is deemed an affiliate within the meaning of Rule 144 The Participant has been advised that offerings of the ActShares have not been registered under the Securities Act or other applicable securities laws, and that the Shares must be held indefinitely indefinitely, unless an exemption from any the resales thereof are subsequently registered under the applicable resale restrictions is available securities laws or the Participant obtains an opinion of counsel (in the form and substance satisfactory to the Company files an additional and its counsel) that registration statement (or a “re-offer prospectus”) with regard to such Shares and the is not required. The Company is under no obligation to register offerings of the Shares (or to file a “re-offer prospectus”)shares of Common Stock. (c) If The Participant is an “Accredited Investor” as such term is defined under Rule 501(a) of Regulation D promulgated under the Securities Act. The Participant has such knowledge and experience in financial and business matters that the Participant is capable of evaluating the merits and risks of investment in the Company and of making an informed investment decision. The Participant, or the Participant’s professional advisor, has the capacity to protect the Participant’s concerns in connection with the investment in the Shares, and the Participant is able to bear the economic risk, including the complete loss, of an investment in the Shares. (d) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Plan, this Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or any other applicable laws. (e) The Participant has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions hereof. (f) The Participant is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands aware that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning any investment in the Company is then available a speculative investment that has limited liquidity and is subject to the publicrisk of complete loss. The Participant is able, and (iii) other terms and conditions of Rule 144 without impairing his or any exemption therefrom are complied with; and that any sale of her financial condition, to hold the Shares may be made only in limited amounts in accordance with such terms for an indefinite period and conditionsto suffer a complete loss of his or her investment.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued distributed to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: : (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section. Section 9; (b) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, the Shares must be held indefinitely by the Participant unless an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to register the resale of the Shares (or to file a “re-offer prospectus”). ; (c) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, he or she the Participant understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.; and (d) the Participant is either, as indicated by the Participant on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participant is capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares. ​

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if pursuant to the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws Securities Act or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Unitsapplicable securities laws, the Company may require Employee shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made reasonably requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants thatEmployee: (a) He The Employee is acquiring and will hold the Shares to be issued hereunder for investment for the Employee’s account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Employee has been advised that he or she may the Shares to be an “affiliate” within the meaning of Rule 144 issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933such Shares is to be effected (it being understood, as amended however, that such Shares are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act or another exemption thereunder), and that such Shares must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Employee obtains an opinion of counsel (in the “Act”form and substance reasonably satisfactory to the Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Employee’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section 7. The Employee further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or to file a “re-offer prospectus”)be issued hereunder. (c) If he or she The Employee is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the United States Securities and Exchange Commission under the Securities Act, he or she which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges that the Employee is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 will have not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning been satisfied and that the Company is then available has no plans to satisfy these conditions in the publicforeseeable future. (d) The Employee has been furnished with, and (iii) other has had access to, such information as the Employee considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Employee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Shares. (e) The Employee is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Employee is able, without impairing the Employee’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Employee’s investment in limited amounts in accordance with such terms and conditionsShares.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company Employee in reliance upon the following express representations and warranties warranties: (i) the Shares are being acquired for Employee’s own account and not with a view to, or for sale with, the distribution thereof, nor with any present intention of the Participant. The Participant acknowledges, represents and warrants that: distributing or selling any such Shares; (aii) He or she Employee has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended 1933 (the “Act”) and in this connection the Company is relying in part on his or her Employee’s representations set forth in this section. paragraph; (biii) If he or she if Employee is deemed an affiliate within the meaning of Rule 144 of the Actaffiliate, the Shares must be held indefinitely unless an and sold only pursuant to any available exemption from any applicable resale restrictions is available or until the Company files an additional a registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). ; (civ) If he or she is deemed an affiliate within the meaning transfer of Rule 144 of Shares has not been registered under the Act, he and the Shares must be held indefinitely unless subsequently registered under the Act or she an exemption from such registration is available and the Company is under no obligation to register the Shares; and (v) if Employee is an affiliate, Employee understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock Shares of the Company, ; (ii) adequate information concerning the Company is then available to the public, ; and (iiiz) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He Such Seller is acquiring the Buyer Units for its own account and not with a view to, or she has been advised that he or she may be an “affiliate” for offer of resale in connection with, a distribution thereof, within the meaning of Rule 144 under the Securities Act Act. In acquiring the Buyer Units, such Seller is not offering or selling, and will not offer or sell, for himself or itself in connection with any distribution of 1933the Buyer Units, as amended (the “Act”) and such Seller does not have a participation in this connection the Company is relying and will not participate in part on his any such undertaking or her representations set forth in this sectionany underwriting of such an undertaking except in compliance with applicable federal and state securities laws. (b) If Such Seller is an “accredited investor” as such term is defined under Regulation D promulgated under the Securities Act. Additionally, such Seller acknowledges that he or she it is deemed able to fend for himself or itself, can bear the economic risk of his or its investment in the Buyer Units, and has such knowledge and experience in financial and business matters similar to the transaction described herein such that he or it is capable of evaluating the merits and risks of an affiliate within investment in the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)Buyer Units. (c) If Further, such Seller understands that such Buyer Units will not have been registered pursuant to the Securities Act or any applicable state securities laws, that the Buyer Units, when issued, will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Buyer Units cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. Such Seller represents that he or she it is deemed an affiliate within the meaning of familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Stop transfer instructions may be issued to the transfer agent for securities of the Act, he Buyer (or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares notation may be made only in limited amounts the appropriate records of the Buyer) in accordance connection with the Buyer Units issued hereunder. It is agreed and understood by such terms Seller that, should any certificate be issued representing any of the Buyer Units, each such certificate shall conspicuously set forth on the face or back thereof, in addition to any legends required by Legal Requirement or other agreement, a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE FIRST REGISTERED PURSUANT TO THAT ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS EAGLE ROCK ENERGY PARTNERS, L.P. RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (d) Such Seller represents and conditionsacknowledges that Buyer is issuing the Buyer Units pursuant to an exemption from the registration requirements of the Securities Act based on the representations provided such Seller hereunder.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant Executive and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ParticipantExecutive. The Participant Executive acknowledges, represents and warrants that: (a) He or she he has been advised that he or she may be an “"affiliate” " within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “"Act”") and in this connection the Company is relying in part on his or her representations set forth in this section.Section; (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “"re-offer prospectus”") with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “"re-offer prospectus”").; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 144, or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; (d) the Shares are being acquired for his own account and not with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any such Shares within the meaning of the Act; (e) in the event that the Executive is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, the Executive may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws, to the extent required, or pursuant to an opinion of counsel satisfactory to the Company that such registration is not required and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) complies with the provisions of Rule 144 under the Act or another exemption. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required, the legends required pursuant to Section 4 hereof; and (f) he has been advised that he may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that he may be subject to xxxxxxx xxxxxxx restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Exchange Act.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, (a) Subscriber represents and warrants that:that it is purchasing the Units solely for investment solely for its own account and not with a view to or for the resale or distribution thereof except as permitted under the Registration Statement. (ab) He Subscriber understands that it may sell or she has been advised that he otherwise transfer the Units or she may be an “affiliate” within the meaning shares issuable on conversion of Rule 144 the Notes or the Warrants only if such transaction is duly registered under the Securities Act of 1933, as amended (amended, under the “Act”) Registration Statement or otherwise, or if Subscriber shall have received the favorable opinion of counsel to the holder, which opinion shall be reasonably satisfactory to counsel to the Company, to the effect that such sale or other transfer may be made in the absence of registration under the Securities Act of 1933, as amended, and registration or qualification in this connection every applicable state. The certificates representing the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within aforesaid securities will be legended to reflect these restrictions, and stop transfer instructions will apply. Subscriber realizes that the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or Units are not a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)liquid investment. (c) If he or she is deemed an affiliate within Subscriber has not relied upon the meaning advice of Rule 144 a "Purchaser Representative" (as defined in Regulation D of the Securities Act) in evaluating the risks and merits of this investment. Subscriber has the knowledge and experience to evaluate the Company and the risks and merits relating thereto. (d) Subscriber represents and warrants that Subscriber is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act of 1933, he or she as amended, and shall be such on the date any shares are issued to the holder; Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the shares and understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning an investment in the Company is then available involves substantial risks; Subscriber has the power and authority to enter into this agreement, and the execution and delivery of, and performance under this agreement shall not conflict with any rule, regulation, judgment or agreement applicable to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied withSubscriber; and that any sale of the Shares may be made only Subscriber has invested in limited amounts in accordance with such terms and conditionsprevious transactions involving restricted securities.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) He or she The Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this sectionSection 10. (b) If he or she the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares shares of Common Stock and the Company is under no obligation to register the Shares such shares of Common Stock (or to file a “re-offer prospectus”). (c) If he or she the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, he or she the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (iA) a public trading market then exists for the Common Stock of the Company, (iiB) adequate information concerning the Company is then available to the public, and (iiiC) other terms and conditions of Rule 144 or any exemption therefrom are complied with; , and that (ii) any sale of the Shares shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with such the terms and conditionsconditions of Rule 144 or any exemption therefrom. (d) The Participant represents that the Participant is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act). The Participant understands, acknowledges and agrees that: (i) this Award and any Common Stock related thereto is being offered in a transaction not involving any public offering within the meaning of the Securities Act; (ii) the Award and any Common Stock related thereto have not been registered under the Securities Act; (iii) the Award and any Common Stock related thereto, even when vested, may not be resold, transferred, pledged or otherwise disposed of by the Participant absent an effective registration statement under the Securities Act, except pursuant to Rule 144 under the Securities Act (provided that all of the applicable conditions thereof have been met), and any certificates or book-entry records representing the Award or any Common Stock related thereto shall contain a legend to such effect; and (iv) there are substantial risks incident to the ownership of the Award and any Common Stock related thereto. The Participant further asserts and represents that the Participant has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Award and any Common Stock related thereto, and that the Participant has sought such accounting, legal and tax advice as the Participant has considered necessary to make an informed decision to accept the Award and any Common Stock related thereto as part of the Participant’s compensation.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. Form 1 3/19 The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued distributed to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: : (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section. Section 9; (b) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, the Shares must be held indefinitely by the Participant unless an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to register the resale of the Shares (or to file a “re-offer prospectus”). ; (c) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, he or she the Participant understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.; and (d) the Participant is either, as indicated by the Participant on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated ​ ​ ​ ​ ​ under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participant is capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares. ​

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He Each Seller is acquiring the Buyer Units for his or she has been advised that he its own account and not with a view to, or she may be an “affiliate” for offer of resale in connection with, a distribution thereof, within the meaning of Rule 144 under the Securities Act Act. In acquiring the Buyer Units, such Seller is not offering or selling, and will not offer or sell, for himself or itself in connection with any distribution of 1933the Buyer Units, as amended (the “Act”) and such Seller does not have a participation in this connection the Company is relying and will not participate in part on his any such undertaking or her representations set forth in this sectionany underwriting of such an undertaking except in compliance with applicable federal and state securities laws. (b) If Each Seller is an “accredited investor” as such term is defined under Regulation D promulgated under the Securities Act. Additionally, each Seller acknowledges that he or she it is deemed able to fend for himself or itself, can bear the economic risk of his or its investment in the Buyer Units, and has such knowledge and experience in financial and business matters similar to the transaction described herein such that he or it is capable of evaluating the merits and risks of an affiliate within investment in the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)Buyer Units. (c) If Further, each Seller understands that such Buyer Units will not have been registered pursuant to the Securities Act or any applicable state securities laws, that the Buyer Units, when issued, will be characterized as "restricted securities" under federal securities laws, and that under such laws and applicable regulations the Buyer Units cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. Each such Seller represents that he or she it is deemed an affiliate within the meaning of familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Stop transfer instructions may be issued to the transfer agent for securities of the Act, he Buyer (or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares notation may be made only in limited amounts the appropriate records of the Buyer) in accordance connection with the Buyer Units issued hereunder. It is agreed and understood by such terms Seller that, should any certificate be issued representing any of the Buyer Units, each such certificate shall conspicuously setforth on the face or back thereof, in addition to any legends required by Law, a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE FIRST REGISTERED PURSUANT TO THAT ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS EAGLE ROCK ENERGY PARTNERS, L.P. RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (d) Each Seller represents and conditionsacknowledges that Buyer is issuing the Buyer Units pursuant to an exemption from the registration requirements of the Securities Act based on the representations provided by Sellers hereunder.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting settlement of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, appropriate to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section.Section; (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a “re-offer prospectus”).; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of Each GS Purchaser purchasing Initial Notes on the Restricted Stock Units Closing Date or Committed Notes on any Subsequent Closing Date, severally and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledgesnot jointly, represents and warrants to, and agrees with, the Issuer as of the Closing Date or such Subsequent Closing Date, as applicable, that: (ai) He It is either: (A) a Qualified Institutional Buyer, (B) an institutional accredited investor (as such term is defined in Rule 501(a)(1), (2), (3) or she has (7)) or (C) a non- U.S. Person (as such term is defined in Regulation S under the Securities Act) and will not acquire the Securities for the account or benefit of any U.S. Person; (ii) It is acquiring the applicable Securities for its own account, for investment purposes only and not with a view to any distribution thereof that would not otherwise comply with the Securities Act; and (iii) It (A) understands that the applicable Securities have not been advised that he or she may be an “affiliate” within the meaning of Rule 144 registered under the Securities Act and the Securities are being issued by the Issuer in transactions exempt from the registration requirements of 1933, as amended the Securities Act and (B) agrees that all or any part of the “Act”) applicable Securities may not be offered or sold except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in this connection the Company is relying in part on his or her representations set forth in this section.compliance with applicable state laws; (biv) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she It understands that the exemption from registration under afforded by Rule 144 will not be available unless (ithe provisions of which are known to such GS Purchaser) a public trading market then exists for promulgated under the Common Stock Securities Act depends on the satisfaction of the Company, (ii) adequate information concerning the Company is then available to the publicvarious conditions, and (iii) other terms and conditions of that, if applicable, Rule 144 or any exemption therefrom are complied with; and that any sale of may afford the Shares may be made basis for sales only in limited amounts amounts; (v) Except as disclosed, it did not employ any broker or finder in accordance connection with the transactions contemplated in this Agreement and no fees or commissions are payable to such terms GS Purchaser (it being understood and conditionsagreed that the Initial Closing Payment and the Committed Notes Closing Payment do not constitute a fees or commission); (vi) Either (1) the source of funds to be used by such GS Purchaser to pay the purchase price of the applicable Securities does not include assets of any employee benefit plan (other than a plan exempt from the coverage of ERISA) or plan or any other entity the assets of which consist of “plan assets” of employee benefit plans or plans as defined in Department of Labor regulation Section 2510.3-101, as amended by Section 3(42) of ERISA (the “Plan Asset Regulation”) or (2) its purchase and holding of the Securities or any interest therein shall not result in a non-exempt prohibited transaction under ERISA or section 4975 of the Code. As used in this clause (vi), the term “employee benefit plan” shall have the meaning assigned to such term in Section 3(3) of ERISA, and the term “plan” shall have the meaning assigned thereto in Section 4975(e)(1) of the Code; and (vii) It either (A) is, and for so long as it holds any Securities, will be, a “venture capital operating company” or wholly owned by a “venture capital operating company” or (B) does not have, and for so long as it holds any Securities, will not have, “significant equity participation” by benefit plan investors pursuant to the Plan Asset Regulation. The term “venture capital operating company” shall have the meaning assigned to such term in the Plan Asset Regulation.

Securities Representations. The grant of If the Restricted Stock Units Committee or Board determines that the law so requires, Xxxxx shall, upon any exercise or conversion thereof, execute and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition deliver to the settlement of the Restricted Stock UnitsCompany a written statement, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued in a form satisfactory to the Participant Company, representing and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants warranting that: (a) He or she the holder has been advised that he or she holder may be an “"affiliate” " within the meaning of Rule 144 under the Securities Act of 1933, as amended 1933 (the “"Act”") and in this connection the Company is relying in part on his or her the holder's representations set forth in this section.Section; (b) If he or she is deemed an affiliate within the meaning of Rule 144 holder understands that the Shares received on any exercise of the Act, the Shares Option must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “"re-offer prospectus”") with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).Shares; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she holder understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 144, or any exemption therefrom therefrom, are complied with; with and that any sale of the Shares acquired pursuant to the Option may be made only in limited amounts in accordance with such terms and conditions; (d) Shares acquired pursuant to the Option are for the holder's own account and not acquired or obtained with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any such Shares; (e) in the event that the holder is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares acquired pursuant to the Option, the holder may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration is not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) complies with the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company with respect to the certificates evidencing the Shares acquired pursuant to the Option, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel satisfactory to the Company that such registration is not required; and (f) the holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that the holder may be subject to xxxxxxx xxxxxxx restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act.

Securities Representations. The grant If the Committee or Board determines that the law so requires, the holder of the Restricted Stock Units granted hereunder and issuance of Shares upon vesting the holder of the Restricted Stock Units shall be subject toOption granted hereunder shall, upon any exercise or conversion thereof, execute and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition deliver to the settlement of the Restricted Stock UnitsCompany a written statement, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued in a form satisfactory to the Participant Company, representing and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants warranting that: (a) He or she the holder has been advised that he or she holder may be an “"affiliate” " within the meaning of Rule 144 under the Securities Act of 1933, as amended 1933 (the “"Act”") and in this connection the Company is relying in part on his or her the holder's representations set forth in this section.Section; (b) If he or she is deemed an affiliate within the meaning of Rule 144 holder understands that the Restricted Stock and Shares received on any exercise of the Act, the Shares Option must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “"re-offer prospectus”") with regard to such Shares and the Company is under no obligation to register the such Shares (or to file a “"re-offer prospectus”")., except as otherwise permitted herein; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she holder understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 144, or any exemption therefrom are complied with; with and that any sale of the Restricted Stock or Shares acquired pursuant to the Option may be made only in limited amounts in accordance with such terms and conditions; (d) Shares acquired pursuant to the Option and/or the Restricted Stock are for the holder's own account and not acquired or obtained with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any such Shares; (e) in the event that the holder is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares acquired pursuant to the Option or the Restricted Stock, the holder may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration is not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) complies with the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company with respect to the certificates evidencing the Shares acquired pursuant to the Option or the Restricted Stock, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel satisfactory to the Company that such registration is not required; (f) the holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that the holder may be subject to xxxxxxx xxxxxxx restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act.

Securities Representations. The grant of Upon the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements RSUs prior to the registration of federal, state or foreign securities law. No any Shares may to be issued hereunder if pursuant to the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws Securities Act or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Unitsapplicable securities laws, the Company may require Employee shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made reasonably requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants thatEmployee: (a) He The Employee is acquiring and will hold the Shares to be issued hereunder for investment for the Employee’s account only and not with a view to, or she for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Employee has been advised that he or she may the Shares to be an “affiliate” within the meaning of Rule 144 issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933such Shares is to be effected (it being understood, as amended however, that such Shares are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and that such Shares must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Employee obtains an opinion of counsel (in form and substance reasonably satisfactory to the “Act”Company and its counsel) and in this that registration is not required. In connection with the foregoing, the Company is relying in part on his or her the Employee’s representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares Section ‎5. The Employee further acknowledges and understands that the Company is under no obligation hereunder to register the Shares (or to file a “re-offer prospectus”)be issued hereunder. (c) If he or she The Employee is deemed an affiliate within aware of the meaning adoption of Rule 144 of by the United States Securities and Exchange Commission under the Securities Act, he or she which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges that the Employee is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the exemption from registration under conditions for resale set forth in Rule 144 will have not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning been satisfied and that the Company is then available has no plans to satisfy these conditions in the publicforeseeable future. (d) The Employee has been furnished with, and (iii) other has had access to, such information as the Employee considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Employee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Shares. (e) The Employee is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Employee is able, without impairing the Employee’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Employee’s investment in limited amounts in accordance with such terms and conditionsShares.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He Neither of the Shareholders is an "accredited investor" as defined in Rule 501(a) under the Securities Act. (b) Each of the Shareholders is acquiring the Shares for his own account for investment only, and not with a view to, or she for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. (c) Each of the Shareholders has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) Each of the Shareholders has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) Each of the Shareholders understands that the Shares have not been advised that he or she may be an “affiliate” registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company or an exemption from registration is relying in part on his or her representations set forth in this sectionthen available. (bf) If he or she is deemed an affiliate within A legend substantially in the meaning of Rule 144 of following form will be placed on the Actcertificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions."

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued distributed to the Participant Participants and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ParticipantParticipants. The Participant acknowledgesParticipants acknowledge, represents represent and warrants warrant that: : (a) He or she has the Participants have been advised that he or she the Participants may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participants’ representations set forth in this section. Section 9; (b) If he or she is if the Participants are deemed an affiliate within the meaning of Rule 144 of under the Securities Act, the Shares must be held indefinitely by the Participants unless an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to register the resale of the Shares (or to file a “re-offer prospectus”). ; (c) If he or she is if the Participants are deemed an affiliate within the meaning of Rule 144 of under the Securities Act, he or she understands the Participants understand that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.; and (d) the Participants are either, as indicated by each of the Participants on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participants are capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares. ​

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: 5.1 he or she is acquiring the Shares for his or her own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act of 1933 (a) He the “Securities Act”), or any rule or regulation under the Securities Act; 5.2 he or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section.; (b) If 5.3 if he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares must be held indefinitely for the period of time required by applicable law unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).; and (c) If 5.4 if he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).. Form 7 3/15 (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant In connection with the issuance by the Company of the Restricted Stock Units Company Shares, each Investor hereby represents and issuance of Shares upon vesting of the Restricted Stock Units shall be subject warrants to, and in compliance covenants with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants thatas follows: (a) He By executing this Agreement, each Investor acknowledges that: (i) There are continuing substantial risks incident to the acquisition of the Company Shares and such Investor may at any time suffer a complete loss of value of such Company Shares; (ii) No federal or she state agency has passed upon the Company Shares or made any finding or determination as to the fairness of the transactions contemplated hereby; (iii) There is currently no market for the Company Shares; and (iv) Such Investor must bear the risk of acquiring the Company Shares for an indefinite period of time because the Company Shares have not been advised that he or she may be an “affiliate” within the meaning of Rule 144 registered under the Securities Act of 1933, as amended (the “"Securities Act”) and in this connection "), or any state securities laws, and, therefore, cannot be sold or transferred unless the sale or transfer is subsequently registered under said laws or the Company receives a legal opinion of counsel reasonably satisfactory to the Company that an exemption from such registration is relying in part on his or her representations set forth in this sectionavailable. (b) If he or she is deemed an affiliate within Each Investor further represents and warrants to the meaning of Rule 144 Company that: (i) Such Investor has had the opportunity to examine all aspects of the ActCompany, and its proposed operations and financial condition that such Investor has deemed relevant, including the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is Company's public filings available or on line at xxxx://xxx.xxx.xxx/, and has had the opportunity to ask such questions of directors, officers, employees and representatives of the Company files as such Investor deems necessary for an additional registration statement evaluation of the Company Shares; (ii) The Company has not granted, offered or a “re-offer prospectus”) with regard sold Company Shares to such Shares Investor by means of any form of general solicitation or general advertising or by means of publicly disseminated advertisements or sales literature; (iii) Such Investor has adequate means of providing for its current needs and possible future contingencies, and such Investor has no need, and anticipates no need in the foreseeable future, to sell the Company Shares; (iv) Such Investor possesses such expertise, knowledge and sophistication in financial and business matters generally that it is under capable of evaluating the merits and economic risks of acquiring the Company Shares. Such Investor is able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing, such Investor is able to hold the Company Shares for an indefinite period of time and has sufficient net worth to sustain a loss of such Investor's entire investment in the event such loss should occur. Such Investor is acquiring the Company Shares solely for investment for such Investor's own account (and not for the account of any other person) and has no obligation agreement, understanding or arrangement to register subdivide, sell, assign, transfer or otherwise dispose of all or any part of any of the Company Shares to any other person; and (or v) All of the representations and information provided in this Section 2.2 and any other information such Investor has furnished to file a “re-offer prospectus”)Company is accurate and complete as of the date of this Agreement. If there should be any material change in any such representations, such Investor will immediately furnish accurate and complete information concerning any material change to the Company. (c) If he or she Each Investor acknowledges, represents and warrants that such Investor is deemed an affiliate within "accredited investor" as such term is defined by Rule 501 of Regulation D promulgated under the meaning of Rule 144 Securities Act, and each of the Act, he or she understands that Investors satisfies at least one of the exemption from registration under Rule 144 will not be available unless following: (i) a public trading market then exists for the Common Stock of the Company, Such Investor is an; (ii) adequate information concerning Such Investor is a corporation, partnership or similar entity not formed for the Company is then available to specific purpose of acquiring the publicsecurities offered, and with total assets in excess of $5,000,000; (iii) other terms and conditions of Rule 144 Such Investor is a natural person whose individual net worth, or any exemption therefrom are complied with; and that any sale joint net worth with such Investor's spouse, at the time of the acquisition of the Company Shares may be made only exceeds $1,000,000; (iv) Such Investor is a natural person who had an individual income in limited amounts excess of $200,000 in accordance each of the two most recent years or joint income with such terms Investor's spouse in excess of $300,000 in each of those years and conditionshas a reasonable expectation of reaching the same income level in the current year; (v) Such Investor is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Company Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act; or (vi) Such Investor is an entity in which all of the equity owners are accredited investors. (d) Each Investor acknowledges and represents and warrants that such Investor possesses such expertise, knowledge and sophistication in financial and business matters generally, and familiarity with this investment, that together with its investment advisers it is capable of evaluating the merits and economic risks of acquiring the Company Shares.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, a) Subscriber represents and warrants that:that it is purchasing the Units solely for investment solely for its own account and not with a view to or for the resale or distribution thereof except as permitted under the Registration Statement or as otherwise permitted by law. (ab) He Subscriber understands that it may sell or she has been advised that he otherwise transfer the Units or she may be an “affiliate” within the meaning of Rule 144 shares issuable thereunder only if such transaction is duly registered under the Securities Act of 1933, as amended (amended, under the “Act”) and in this connection Registration Statement or otherwise, or if Subscriber shall have received the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within favorable opinion of counsel to the meaning of Rule 144 of the ActSubscriber, the Shares must which opinion shall be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard reasonably satisfactory to such Shares and the Company is under no obligation counsel to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) effect that such sale or other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares transfer may be made only in limited amounts the absence of registration under the Securities Act of 1933, as amended, and registration or qualification in accordance every applicable state. The certificates representing the Units and the shares will be legended to reflect these restrictions, and stop transfer instructions will apply. Subscriber realizes that the Units are not a liquid investment. c) Subscriber has not relied upon the advice of a "Purchaser Representative" (as defined in Regulation D of the Securities Act) in evaluating the risks and merits of this investment. Subscriber has the knowledge and experience to evaluate the Company and the risks and merits relating thereto. d) Subscriber represents and warrants that Subscriber is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act of 1933, as amended, and shall be such on the date any shares are issued to the Subscriber; Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the Units and understands that an investment in the Company involves substantial risks; Subscriber has the power and authority to enter into this agreement, and the execution and delivery of, and performance under this agreement shall not conflict with such terms any rule, regulation, judgment or agreement applicable to the Subscriber; and conditionsSubscriber has invested in previous transactions involving restricted securities.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) He or she The Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the RSUs. (b) The Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this sectionSection 15. (bc) If he or she the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the such Shares (or to file a “re-offer prospectus”). (cd) If he or she the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, he or she the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (iA) a public trading market then exists for the Common Stock Shares of the Company, (iiB) adequate information concerning the Company is then available to the public, and (iiiC) other terms and conditions of Rule 144 or any exemption therefrom are complied with; , and that (ii) any sale of the Shares issuable hereunder may be made only in limited amounts in accordance with such the terms and conditionsconditions of Rule 144 or any exemption therefrom.

Securities Representations. The grant of Each Member hereby confirms that the Restricted Stock Units securities to be acquired by the Members hereunder (subject to the terms and issuance of Shares upon vesting of conditions herein) will be acquired for investment for the Restricted Stock Units shall be subject toMember’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof (other than pursuant to the registration statement contemplated hereby), and that the Member has no present intention of selling, granting any participation in, or otherwise distributing the same (other than pursuant to the registration statement contemplated hereby). Each Member further represents that the Member does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of such securities. Each Member understands that the securities to be acquired, subject to the terms and conditions herein, have not been, and until registered in compliance withwith this Agreement, all applicable requirements of federalwill not be, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of 1933the investment intent and the accuracy of the Member’s representations as expressed herein. The Member understands that, until registered in compliance with this Agreement, the securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Member must hold the securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Member acknowledges that Parent has no obligation to register or qualify the securities for resale except as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she Agreement. The Member understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Companysecurities may, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts until registered in accordance with such terms this Agreement, be notated with a customary Securities Act legend. Each Member represents that he is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Each Member confirms that the Member resides in the state or province identified in the address of the Parent set forth in this Agreement. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and conditionshave been filed separately with the Securities and Exchange Commission.

Securities Representations. The grant If the Committee determines that the law so requires, the holder of the Restricted Stock Units Option granted hereunder shall, upon any exercise or conversion thereof, execute and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition deliver to the settlement of the Restricted Stock UnitsCompany a written statement, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued in a form satisfactory to the Participant Company, representing and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants warranting that: (a) He or she holder has been advised that he or she holder may be an “"affiliate” " within the meaning of Rule 144 under the Securities Act of 1933, as amended 1933 (the “"Act”") and in this connection the Company is relying in part on his or her holder's representations set forth in this section.Section; (b) If he or she is deemed an affiliate within the meaning of Rule 144 holder understands that Shares received on any exercise of the Act, the Shares Option must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “"re-offer prospectus”") with regard to such Shares and the Company is under no obligation to register the such Shares (or to file a “re-offer "reoffer prospectus”")., except as otherwise permitted herein; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she holder understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock Shares of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 144, or any exemption therefrom therefrom, are complied with; with and that any sale of Shares acquired pursuant to the Shares Option may be made only in limited amounts in accordance with such terms and conditions; (d) Shares acquired pursuant to the Option are being acquired for holder's own account and not with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any such Shares; (e) in the event that holder is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of Shares acquired pursuant to the Option, holder may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration is not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) complies with the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing Shares acquired pursuant to the Option, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; (f) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to xxxxxxx xxxxxxx restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares shares of Common Stock upon vesting settlement of the Restricted Stock Adjusted Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares shares of Common Stock may be issued hereunder if the issuance of such Shares shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares such shares may then be listed. As a condition to the settlement of the Restricted Stock Adjusted Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares shares of Common Stock are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this sectionSection. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares shares of Common Stock and the Company is under no obligation to register the Shares shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale sales of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares shares of Common Stock upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares shares of Common Stock may be issued hereunder if the issuance of such Shares shares of Common Stock would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares shares of Common Stock may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. Form 2 3/21 The Shares shares of Common Stock are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares shares of Common Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares shares of Common Stock and the Company is under no obligation to register the Shares shares of Common Stock (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of U.S. federal, state or foreign local securities lawlaws, rules, and regulations. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable U.S. federal, state or foreign local securities laws or other law laws, rules, or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the U.S. Securities Act of 1933, as amended (the “Act”) ), currently or at the time he or she desires to sell the Shares following the vesting of the Restricted Stock, and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).. 3/10 (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units Company understands and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which acknowledges that the Shares may then be listed. As are not being offered pursuant to a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary prospectus or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant similar document and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has have not been advised that he or she may be an “affiliate” within the meaning of Rule 144 registered under the United States Securities Act of 1933, as amended (the “"Securities Act”) "), the Israeli Securities Law - 1968, as amended, or of any other state or jurisdiction, and in this connection the Company acknowledges that the Shares are “restricted securities” and are not, and will not be, tradable unless they are subsequently registered under applicable securities laws or an exemption from such registration is relying available. The Company is purchasing the Shares for investment purposes, for its own account as principal and not with a view to or for distributing or reselling the Shares or any part thereof, and agrees that it will not divide its interest in part on his the Shares with others, resell, or her representations set forth otherwise distribute the Shares in this section. (b) If he violation of federal or she state securities laws. The Company does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares. The Company is deemed an affiliate within the meaning of Rule 144 able, by reason of the Actbusiness and financial experience of its officers and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in the Agreement and the documents ancillary thereto. The Company understands that (i) there is and will be no market for the Shares, (ii) the sale of the Shares has not been and will not be registered under the Securities Act in reliance, inter alia, on the exemption for non-public offerings provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder and must be held indefinitely unless it is subsequently registered under the Securities Act or an exemption from any applicable resale restrictions such registration is available or the Company files an additional registration statement available, (or a “re-offer prospectus”iii) with regard to such Shares and the Company SDS is under no obligation to register the Shares (on the Company's behalf or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within assist the meaning of Rule 144 of the Act, he or she understands that the Company in complying with any exemption from registration under Rule 144 will not be available unless (i) or to qualify for any such exemption. The Company has been provided with an opportunity for a public trading market then exists for reasonable period of time prior to the Common Stock date of the Company, (ii) adequate Agreement to obtain additional information concerning the Company is then available Shares and SDS and all other information to the publicextent SDS possesses such information or can acquire it without unreasonable effort or expense and has had the opportunity to ask such questions as it has deemed necessary of, and (iii) other to receive answers from, representatives of SDS concerning the terms and conditions of Rule 144 the Shares and the merits and risks of investing in the Shares. The Company understands that no federal or state agency has passed upon the Shares or made any finding or determination as to the fairness of the investment or any recommendation or endorsement of the Shares. The Company understands and acknowledges that: (i) the Shares are being offered and sold to it without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption therefrom are complied with; depends in part on, and SDS will rely upon the accuracy and truthfulness of, the foregoing representations and the Company hereby consents to such reliance. The Company understands and agrees that any sale of each certificate representing the Shares may be made only endorsed with an appropriate restrictive legend in limited amounts in accordance with such terms and conditionsSDS’s reasonable discretion.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).. Form 11 (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of Seller hereby confirms that the Restricted Stock Units securities to be acquired by the Sellers hereunder (subject to the terms and issuance of Shares upon vesting of conditions herein) will be acquired for investment for the Restricted Stock Units shall be subject toSeller’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof (other than pursuant to the registration statement contemplated hereby), and that the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same (other than pursuant to the registration statement contemplated hereby). The Seller further represents that the Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of such securities. The Seller understands that the securities to be acquired, subject to the terms and conditions herein, have not been, and until registered in compliance withwith this Agreement, all applicable requirements of federalwill not be, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of 1933the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands that, until registered in compliance with this Agreement, the securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Seller must hold the securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Seller acknowledges that Purchaser has no obligation to register or qualify the securities for resale except as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she Agreement. The Seller understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Companysecurities may, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts until registered in accordance with such terms and conditionsthis Agreement, be notated with a customary Securities Act legend. The Seller represents that he is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, Lender hereby represents and warrants that: to the Borrower that (ai) He or she has been advised that he or she may be it is an “affiliateaccredited investor” within the meaning as such term is defined in Rule 501(a) of Rule 144 Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (ii) it understands that the Note and the shares underlying the Note (collectively, the “Securities”) have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Lender’s investment intention; in this connection connection, the Company Lender hereby represents that it is relying in part on his purchasing the Securities for the Lender’s own account for investment and not with a view toward the resale or her representations set forth in this section. distribution to others, (biii) If he or she is deemed the Lender, if an affiliate within entity, further represents that it was not formed for the meaning purpose of Rule 144 purchasing the Securities, (iv) the Lender acknowledges that the issuance of the ActNote has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the issuance of the Note is intended to be exempt from the registration requirements of Section 4(2) of the Securities Act and Rule 506 of Regulation D, (v) the Shares must be held indefinitely Lender agrees not to sell, pledge, assign or otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from any applicable resale restrictions such registration is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the publicavailable, and (iiivi) other the Lender acknowledges receipt and careful review of this Note, the Borrower’s filings with the SEC (including, without limitation, any risk factors included in the Borrower’s Annual Report on Form 10-K for year ended December 31, 2011), and any documents which may have been made available upon request as reflected therein, and hereby represents that it has been furnished by the Borrower with all information regarding the Borrower, the terms and conditions of Rule 144 the purchase and any additional information that the Purchaser has requested or any exemption therefrom are complied with; desired to know, and that any sale has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Shares may be made only in limited amounts in accordance with such Borrower concerning the Borrower and the terms and conditionsconditions of the purchase.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, Lender hereby represents and warrants that: to the Borrower that (ai) He or she has been advised that he or she may be it is an “affiliateaccredited investor” within the meaning as such term is defined in Rule 501(a) of Rule 144 Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (ii) it understands that the Note and the shares underlying the Note (collectively, the “Securities”) have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Lender’s investment intention; in this connection connection, the Company Lender hereby represents that it is relying in part on his purchasing the Securities for the Lender’s own account for investment and not with a view toward the resale or her representations set forth in this section. distribution to others, (biii) If he or she is deemed the Lender, if an affiliate within entity, further represents that it was not formed for the meaning purpose of Rule 144 purchasing the Securities, (iv) the Lender acknowledges that the issuance of the ActNote has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the issuance of the Note is intended to be exempt from the registration requirements of Section 4(2) of the Securities Act and Rule 506 of Regulation D, (v) the Shares must be held indefinitely Lender agrees not to sell, pledge, assign or otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from any applicable resale restrictions such registration is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the publicavailable, and (iiivi) other the Lender acknowledges receipt and careful review of the Note, the Borrower’s filings with the SEC (including, without limitation, any risk factors included in the Borrower’s Annual Report on Form 10-K for year ended December 31, 2011), and any documents which may have been made available upon request as reflected therein, and hereby represents that it has been furnished by the Borrower with all information regarding the Borrower, the terms and conditions of Rule 144 the purchase and any additional information that the Borrower has requested or any exemption therefrom are complied with; desired to know, and that any sale has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Shares may be made only in limited amounts in accordance with such Borrower concerning the Borrower and the terms and conditionsconditions of the purchase.

Securities Representations. The grant of the Award and the issuance of shares of Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units pursuant hereto shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares shares of Restricted Stock may be issued hereunder if the issuance of such Shares shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares such shares may then be listed. As a condition to the settlement grant of the Restricted Stock UnitsAward, the Company may require the Participant you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares shares of Restricted Stock are being issued to the Participant you and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participantwarranties. The Participant acknowledgesBy accepting this Award, represents you acknowledge, represent and warrants warrant that: (a) He or she has You have been advised that he or she you may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her your representations set forth in this section. (b) If he or she is you are deemed to be an affiliate within the meaning of Rule 144 of the Act, the Shares shares of Common Stock issued to you must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares shares of Common Stock and the Company is under no obligation to register the Shares shares (or to file a “re-offer prospectus”). (c) If he or she is you are deemed to be an affiliate within the meaning of Rule 144 of the Act, he or she understands you understand that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the CompanyStock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale sales of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) He or she The Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the RSUs. (b) The Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this sectionSection 10. (bc) If he or she the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares shares of Common Stock and the Company is under no obligation to register the Shares such shares of Common Stock (or to file a “re-offer prospectus”). (cd) If he or she the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, he or she the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (iA) a public trading market then exists for the Common Stock of the Company, (iiB) adequate information concerning the Company is then available to the public, and (iiiC) other terms and conditions of Rule 144 or any exemption therefrom are complied with; , and that (ii) any sale of the Shares shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with such the terms and conditionsconditions of Rule 144 or any exemption therefrom.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting settlement of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock UnitsStock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section.Section; (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a “re-offer prospectus”).; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued distributed to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: : (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section. Section 9; (b) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, the Shares must be held indefinitely by the Participant unless an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to register the resale of the Shares (or to file a “re-offer prospectus”). ; (c) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, he or she the Participant understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions ​ ​ ​ of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.; and (d) the Participant is either, as indicated by the Participant on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participant is capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares. ​

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration pursuant to the Securities Act of the Restricted Common Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock UnitsOption, the Company may require Participant will be deemed to acknowledge and make the Participant to satisfy following representations and warranties and any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made issuances of Common Stock by the Company shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He shares of the Common Stock are being acquired for the Participant's own account and not with a view to, or she for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any of such shares of Common Stock; (b) the Participant has been advised that he or she may be an “affiliate” within the meaning shares of Rule 144 Common Stock have not been registered under the Securities Act on the ground that no distribution or public offering of 1933the shares of Common Stock is to be effected (it being understood, as amended (however, that the “shares of Common Stock are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act”) ), and in this connection the Company is relying in part on his or her the Participant's representations set forth in this section.Section; (bc) If he in the event that the Participant is permitted to Transfer or she is deemed otherwise dispose of the shares of Common Stock, the Participant may only do so pursuant to a registration statement under the Securities Act and qualification under applicable state securities laws or pursuant to an affiliate within opinion of counsel satisfactory to the meaning Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Securities Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the shares of Common Stock, and such certificates shall bear any required legends, until such time as the shares of Common Stock evidenced by such certificates shall have been registered under the Securities Act or shall have been Transferred in accordance with an opinion of counsel for the Company that such registration is not required; (d) the Transfer of the shares of Common Stock have not been registered under the Securities Act, and the Shares shares of Common Stock must be held indefinitely unless subsequently registered under the Securities Act or an exemption from any applicable resale restrictions such registration is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).shares of Common Stock; and (ce) If he or she is deemed an affiliate the Participant understands that the shares of Common Stock acquired upon exercise of the Option are restricted securities within the meaning of Rule 144 of promulgated under the Securities Act, he or she understands ; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the CompanyStock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant Each Seller is, or will be, acquiring the Closing Shares, New Preferred Shares and the shares of Purchaser common stock issuable upon conversion thereof (if any)(collectively, the “Purchase Securities”), for its or his own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject toSecurities Act, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares a manner which would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 registration under the Securities Act or any state securities laws. Seller can bear the economic risk of 1933investment in the Purchaser Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the Purchaser Shares and is an “accredited investor” as amended (defined in Regulation D under the “Securities Act”) and in this connection . Seller recognizes that the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within Purchaser Shares have not been registered under the meaning Securities Act, nor under the securities laws of Rule 144 any state and, therefore, cannot be resold unless the resale of the Act, Purchaser Shares is registered under the Shares must be held indefinitely Securities Act or unless an exemption from registration is Purchase and Sale Agreement available. Seller has carefully considered and has, to the extent it or he believes such discussion necessary, discussed with its or his professional, legal, tax and financial advisors, the suitability of an investment in the Purchaser Shares for its or his particular tax and financial situation and its and his respective advisers, if such advisors were deemed necessary, have determined that the Purchaser Shares are a suitable investment for it or him. Seller has not been offered the Purchaser Shares by any applicable resale restrictions is available form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Seller’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Seller has had an opportunity to ask questions of and receive satisfactory answers from the Company files an additional registration statement (Purchaser, or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 persons acting on behalf of the ActPurchaser, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 the Purchaser Shares and the Purchaser, and all such questions have been answered to the full satisfaction of Seller. The Purchaser has not supplied Seller any information regarding the Purchaser Shares or any exemption therefrom are complied with; an investment in the Purchaser Shares other than as contained in this Agreement, and that any sale Seller is relying on its or his own investigation and evaluation of the Purchaser and the Purchaser Shares may be made only in limited amounts in accordance with such terms and conditionsnot on any other information.

Securities Representations. The grant of Each Seller hereby confirms that the Restricted Stock Units securities to be acquired by each Sellers hereunder (subject to the terms and issuance of Shares upon vesting of the Restricted Stock Units shall conditions herein) will be subject toacquired for investment for each Seller’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof (other than pursuant to the registration statement contemplated hereby), and that each Seller has no present intention of selling, granting any participation in, or otherwise distributing the same (other than pursuant to the registration statement contemplated hereby). Each Seller further represents that each Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of such securities. Each Seller understands that the securities to be acquired, subject to the terms and conditions herein, have not been, and until registered in compliance withwith this Agreement, all applicable requirements of federalwill not be, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of 1933the investment intent and the accuracy of each Seller’s representations as expressed herein. Each Seller understands that, until registered in compliance with this Agreement, the securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, each Seller must hold the securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Each Seller acknowledges that Purchaser has no obligation to register or qualify the securities for resale except as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she Agreement. Each Seller understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Companysecurities may, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts until registered in accordance with such terms and conditionsthis Agreement, be notated with a customary Securities Act legend. Each Seller represents that he is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Securities Representations. The grant of the Restricted Stock Units and issuance of Any Adjusted Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant Participant, and this Agreement is being made by the Company Company, in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she The Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) currently or at the time the Participant desires to sell the Adjusted Shares following the Vesting Date, and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section. (b) If he or she the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the Adjusted Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Adjusted Shares and the Company is under no obligation to register the Adjusted Shares (or to file a “re-offer prospectus”). (c) If he or she the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, he or she the Participant understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the CompanyStock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Adjusted Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting settlement of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section.; (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a “re-offer prospectus”).; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued distributed to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: : (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section. Section 9; (b) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, the Shares must be held indefinitely by the Participant unless an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to register the resale of the Shares (or to file a “re-offer prospectus”). ; (c) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, he or she the Participant understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.; and (d) the Participant is either, as indicated by the Participant on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated ​ ​ under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participant is capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares. ​

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration of the Restricted shares of Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition pursuant to the settlement Securities Act of 1933, as amended, and the Restricted Stock Unitsrules and regulations thereunder (the “Securities Act”), the Company may require Participant shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of shares of Stock by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He The Participant is acquiring and will hold the shares of Stock to be issued hereunder for investment for the Participant’s account only and not with a view to, or she has been advised that he or she may be an for resale in connection with, any “affiliatedistribution” thereof within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this sectionother applicable securities laws. (b) If he or she is deemed an affiliate within The Participant will not transfer the meaning of Rule 144 Option Shares deliverable upon exercise of the ActOption in violation of the Plan, this Agreement, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available Securities Act (or the Company files an additional registration statement (rules and regulations promulgated thereunder) or a “re-offer prospectus”) under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the shares of Stock to be issued hereunder unless and until the Participant has complied with regard all requirements of the Plan and this Agreement applicable to the disposition of such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)shares of Stock. (c) If he The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or she is deemed appropriate for deciding whether to invest in the shares of Stock to be issued hereunder, and the Participant has had an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption opportunity to ask questions and receive answers from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such shares of Stock. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the shares of Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Participant’s investment in limited amounts in accordance with such terms and conditionsshares of Stock.

Securities Representations. The grant of Each Seller hereby confirms that the Restricted Stock Units securities to be acquired by the Sellers hereunder (subject to the terms and issuance of Shares upon vesting of conditions herein) will be acquired for investment for the Restricted Stock Units shall be subject toSeller’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof (other than pursuant to the registration statement contemplated hereby), and that the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same (other than pursuant to the registration statement contemplated hereby). Each Seller further represents that the Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of such securities. Each Seller understands that the securities to be acquired, subject to the terms and conditions herein, have not been, and until registered in compliance withwith this Agreement, all applicable requirements of federalwill not be, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of 1933the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands that, until registered in compliance with this Agreement, the securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Seller must hold the securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Seller acknowledges that Purchaser has no obligation to register or qualify the securities for resale except as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she Agreement. The Seller understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Companysecurities may, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts until registered in accordance with such terms and conditionsthis Agreement, be notated with a customary Securities Act legend. Each Seller represents that he is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of ownership of the Purchaser Stock and is able to bear the economic risk of loss of its entire investment; (b) Seller is not acquiring the Purchaser Stock with a view to any resale, distribution or she has been advised that he or she may be an “affiliate” within other disposition of the meaning Purchaser Stock in violation of Rule 144 under the Securities Act of 1933, as amended (the “"Act”) and in this connection the Company is relying in part on his or her representations set forth in this section."); --- (bc) If he Seller understands that the Purchaser Stock has not been registered under the Act or she the securities laws of any state and that the sale contemplated hereby is deemed being made in reliance on an affiliate exemption from such registration requirements; (d) Seller: (i) is an accredited investor within the meaning of Rule 144 501(a) of Regulation D under the Act, ; or (ii) either alone or with Seller's "purchaser representative" (as such term is defined by Rule 501(h) of Regulation D under the Shares must be held indefinitely unless Act) has such knowledge and experience in financial and business matters that Seller is capable of evaluating the merits and risks of an exemption from any applicable resale restrictions is available or investment in the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)Purchaser Stock. (ce) If he Except as otherwise contemplated in this Agreement and without in any way limiting the representations and warranties set forth above, Seller agrees not to make any disposition of all or she is deemed an affiliate within the meaning of Rule 144 any portion of the Act, he or she understands that the exemption from registration under Rule 144 will not be available Purchaser Stock unless and until: (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company There is then available to in effect a registration statement under the public, Act covering such proposed disposition and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be such disposition is made only in limited amounts in accordance with such terms and conditionsregistration statement; or (ii) The Purchaser shall be satisfied that such proposed disposition complies in all respects with SEC Rule 144 (or any successor rule providing a safe harbor for such dispositions without registration), as well as any other applicable federal or state securities laws; or (iii) The Purchaser shall have received, upon its reasonable request, an opinion of legal counsel for the holder of the Purchaser Stock satisfactory to the Purchaser stating that such transaction is exempt from registration.

Securities Representations. The grant of the Restricted Stock Units and issuance delivery of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement vesting of the Restricted Stock UnitsStock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section.Section; (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a “re-offer prospectus”).; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Shares of Common Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the such Shares may then be listed. As a condition to the settlement issuance of the Restricted Stock UnitsShares, the Company may require the Participant Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company to the Grantee under this Agreement in reliance upon the following express representations and warranties of the ParticipantGrantee. The Participant Grantee acknowledges, represents and warrants that: (a) a. He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this sectionSection. (b) b. If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) c. If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale sales of the Shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He Each Shareholder hereby acknowledges receipt of (1) PJAM's annual report to Shareholders (including Form 10-K) for the fiscal year ending December 29, 1996, (2) PJAM's Quarterly report on Form 10-Q for the quarter ended on March 30, 1997, and (iii) PJAM's Proxy Statement, dated April 21, 1997 with respect to its Annual Meeting of Stockholders to be held on June 4, 1997 (collectively, the "Securities Documents"). (b) Each Shareholder represents that such Shareholder (1) has received all the information such Shareholder deems necessary concerning PJAM to evaluate the transactions described in this Agreement, (2) is acquiring the PJAM Shares for his or she her own account, and (3) has been advised no present intention of dividing his or her interest in the PJAM Shares with others or otherwise disposing of PJAM Shares. (c) Each Shareholder represents that such Shareholder has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the proposed investment in PJAM Shares. Such Shareholder understands that, except as may otherwise be an “affiliate” within provided in the meaning Registration Rights Agreement, such Shareholder's ability to dispose of the PJAM Shares in the public market for such stock or otherwise is limited by the Securities Act, including Rule 144 promulgated thereunder, and, therefore, such Shareholder may have to bear the risk of his or her investment in such PJAM Shares for an indefinite period of time. (d) Each Shareholder hereby acknowledges that each certificate representing PJAM Shares that is issuable to such Shareholder pursuant to this Agreement shall be stamped or otherwise imprinted with a legend substantially to the following effect: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “"Act”) "), and are "restricted securities" as defined in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of promulgated under the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will . The securities may not be available unless sold or offered for sale or otherwise distributed except (i) a public trading market then exists in conjunction with an effective registration statement for the Common Stock of shares under the CompanyAct, (ii) adequate information concerning the Company is then available to the publicin compliance with Rule 144, and or (iii) other terms and conditions pursuant to an opinion of Rule 144 counsel satisfactory to the Company that such registration or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with compliance is not required as to such terms and conditionssale, offer or distribution.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He Except as set forth on Schedule 2.29 of the Disclosure Schedule, each Shareholder is an "accredited investor" as defined in Rule 501(a) under the Securities Act. (b) Each Shareholder is acquiring the Shares for its own account for investment only, and not with a view to, or she for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. (c) Each Shareholder has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) Each Shareholder has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) Each Shareholder understands that the Shares have not been advised that he or she may be an “affiliate” registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company or an exemption from registration is relying in part on his or her representations set forth in this sectionthen available. (bf) If he or she is deemed an affiliate within A legend substantially in the meaning of Rule 144 of following form will be placed on the Actcertificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions."

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. Form 5 3/15 The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant If the Committee determines that the law so requires, the holder of the Restricted Stock Units Option granted hereunder shall, upon any exercise or conversion thereof, execute and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition deliver to the settlement of the Restricted Stock UnitsCompany a written statement, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued in a form satisfactory to the Participant Company, representing and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants warranting that: (a) He in the event that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or she has been advised otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that he such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or she may be an “affiliate” within on a securities exchange) does not violate the meaning provisions of Rule 144 under the Securities Act Act. A stop-transfer order will be placed on the books of 1933, as amended (the “Act”) and in this connection the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is relying in part on his or her representations set forth in this section.not required; and (b) If he or she is deemed an affiliate within holder understands that the meaning resale of the Shares are subject to Rule 144 of promulgated under the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands ; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insixxx xxxxxxx xxxtrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He the Shares are being acquired for his own account and not with a view to, or she for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any of such Shares; (b) he has been advised that he or she may be an “affiliate” within the meaning of Rule 144 Shares have not been registered under the Securities Act of 1933, as amended 1933 (the “"Act”") on the ground that no distribution or public offering of the Shares is to be effected, and in this connection the Company is relying in part on his or her representations set forth in this section.Section; (bc) If he in the event that the Participant is permitted to sell, transfer, pledge, hypothecate, assign or she is deemed otherwise dispose of the Shares, the Participant may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws or pursuant to an affiliate within opinion of counsel satisfactory to the meaning Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear, until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required, the legends set forth in Section 8 thereof; (d) the transfer of the Shares has not been registered under the Act, and the Shares must be held indefinitely unless subsequently registered under the Act or an exemption from any applicable resale restrictions such registration is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).Shares; and (ce) If he or she is deemed an affiliate understands that the Shares are restricted securities within the meaning of Rule 144 of promulgated under the Act, he or she understands ; that the exemption from form registration under Rule 144 will not be available unless unless: (i) a public trading market then exists for the Common Stock common stock of the Company, ; (ii) adequate information concerning the Company is then available to the public, ; and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Seller Shares are being issued to the Participant Seller and this Agreement is being made by the Company Holdings in reliance upon the following express representations and warranties of the ParticipantSeller. The Participant Seller acknowledges, represents and warrants that: (a) He The Seller is acquiring the Seller Shares for investment for its own account, not as a nominee or she agent, and not with a view to the sale or distribution of any part thereof, and the Seller has been advised that he no present intention of selling, granting participation in, or she may otherwise distributing the same. The Seller does not have any contract, undertaking, agreement, or arrangement with any Person to sell, transfer or grant participations to such Person, or to any third party, with respect to any of the Seller Shares to be an “affiliate” within acquired by the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this sectionSeller. (b) If he or she The Seller understands that the Seller Shares have not been registered under the Securities Act on the grounds that the sale provided for in this Agreement and the issuance of securities hereunder is deemed an affiliate within exempt from registration under the meaning of Rule 144 of the Securities Act, and that the Shares must be held indefinitely unless an Seller’s reliance on such exemption from any applicable resale restrictions is available or predicated in part on the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)representations set forth herein. (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she The Seller understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the CompanyHoldings, (ii) adequate information concerning the Company Holdings is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Seller Shares may be made only in limited amounts in accordance with such terms and conditions. (d) The Seller has (i) been provided with and has had a reasonable opportunity to review copies of the reports and other information set forth on Appendix 1; and (ii) been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, Representatives of Holdings concerning the terms and conditions of the issuance of the Seller Shares pursuant to the terms of this Agreement and the merits and risks of investing in the Seller Shares; (B) access to information about Holdings and Holdings’ financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) the opportunity to obtain such additional information that Holdings possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to such investment. (e) Since November 1, 2007 the Seller has not, directly or indirectly, nor has any Person acting at the direction of the Seller, engaged in any transactions in the securities of Holdings (including, without limitation, any “short sales” as defined in Rule 3b-3 of the Securities Exchange Act of 1934, as amended, or any direct or indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), or any sales or other transactions through non-US broker dealers or foreign regulated brokers having the effect of hedging securities of Holdings). (f) [The Seller represents that it is an “accredited investor,” as defined under Regulation D of the Securities Act, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its purchase of the Seller Shares, and has the ability to bear the economic risks of such purchase.]5

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting settlement of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she the Participant has been advised that he or she the Participant may be an “"affiliate” " within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant's representations set forth in this section.; (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a “"re-offer prospectus”") with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a “"re-offer prospectus”").; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units Each Noteholder severally and issuance of Shares upon vesting of the Restricted Stock Units shall be subject not jointly represents and warrants to, and in compliance agrees with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement each of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant Issuers and this Agreement is being made by the Company in reliance upon the following express representations and warranties each Guarantor as of the Participant. The Participant acknowledges, represents Closing Date and warrants as of each date it acquires any Notes (whether by assignment or otherwise) that: (a) He It is either (A) a Qualified Institutional Buyer, (B) an Institutional Accredited Investor or she has (C) a non-U.S. Person (as such term is defined in Regulation S under the Securities Act) and will not acquire the Notes for the account or benefit of any U.S. Person; (b) It is acquiring the Notes for its own account, for investment purposes only and not with a view to any distribution thereof that would not otherwise comply with the Securities Act and any Applicable Law; (c) It (i) understands that the Notes have not been advised that he or she may be an “affiliate” within the meaning of Rule 144 registered under the Securities Act and the Notes are being issued by the Issuers in transactions exempt from the registration requirements of 1933, as amended the Securities Act and (ii) agrees that all or any part of the “Act”) Notes may not be offered or sold except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in this connection the Company is relying in part on his or her representations set forth in this section.compliance with applicable state laws; (bd) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she It understands that the exemption from registration under afforded by Rule 144 (the provisions of which are known to such Noteholder) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts; (e) Except as disclosed, it did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to the Noteholders; it being understood that the Closing Payments do not constitute fees or commissions; and (f) It has been furnished with or has had access to the information it has requested from the Note Parties and has sufficient knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of having invested in, the Notes. (g) Each Noteholder understands that the Issuers will not be available unless rely upon the accuracy and truth of the foregoing representations and warranties and each Noteholder hereby consents to such reliance. (h) Each Noteholder acknowledges that Notes shall bear a legend substantially in the following form: THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO TREASURY REGULATION SECTION 1.1275-3. THIS NOTE WAS ISSUED WITH ‘ORIGINAL ISSUE DISCOUNT’ WITHIN THE MEANING OF SECTION 1272, ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. UPON WRITTEN REQUEST, THE ISSUERS WILL PROVIDE TO ANY NOTEHOLDER OF THE NOTE (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, AND (3) THE ORIGINAL YIELD TO MATURITY OF THE NOTE. SUCH REQUEST SHOULD BE SENT TO THE ISSUER REPRESENTATIVE AT THE FOLLOWING ADDRESS (OR AT SUCH OTHER ADDRESS AS MAY BE SPECIFIED IN WRITING FROM TIME TO TIME BY THE ISSUERS): EMERGE ENERGY SERVICES OPERATING LLC, 0000 XXXXXXX XXXXX, XXXXX 000, XXXX XXXXX XXXXX, 00000, ATTENTION: XXXXXXX XXXXXXX. (i) Each Noteholder acknowledges that Notes shall bear a public trading market then exists for legend substantially in the Common Stock of the Companyfollowing form: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. BY ITS ACCEPTANCE HEREOF, THE NOTEHOLDER OF THIS NOTE (I) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (iiB) adequate information concerning IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN “INSTITUTIONAL” ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT) (AN “ACCREDITED INVESTOR”), AND (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE LATER OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE DATE ON WHICH ANY ISSUER OR ANY OF ITS RESPECTIVE AFFILIATES OWNED THIS NOTE, OFFER, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT, SUBJECT TO THE RESTRICTIONS IN THE NOTE PURCHASE AGREEMENT, (A) (I) TO ANY ISSUER OR ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (III) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT IS ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $1,000,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR THE OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND THAT PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE AGENT FOR THIS NOTE), (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (IF AVAILABLE), (V) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (VI) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER REPRESENTATIVE SO REQUESTS), OR (VII) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. BY ITS ACCEPTANCE HEREOF, THE NOTEHOLDER OF THIS NOTE FURTHER AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PURSUANT TO SUBCLAUSES (III) TO (VI) OF CLAUSE (A)(I) ABOVE, THE NOTEHOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE AGENT AND THE ISSUER REPRESENTATIVE SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. (j) Each Noteholder acknowledges that the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or Notes shall bear any exemption therefrom are complied with; and that legend set forth in any sale of the Shares may be made only in limited amounts in accordance with applicable Intercreditor Agreement until no longer required by such terms and conditionsdocument.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition In addition to the settlement of the Restricted Stock Unitsother representations made in Sections 3 and 4 hereof, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued Buyer and Seller herby represent and warrant to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants thatother as follows: (a) He Each acknowledges that the Interest, the Warrant and the shares issuable upon exercise of the Warrant (the "Warrant Shares"), as applicable, are and will be acquired solely by and for the receiving party for investment and not as a nominee or she agent for the benefit of any other person or entity, and each has been advised that he no current intention of distributing, reselling or she may be an “affiliate” within assigning any of the meaning Interest or Warrant, as applicable, other than in accordance with the provisions of Rule 144 under the Securities Act of 1933, as amended ("1933 Act"), and the “Act”) rules and in this connection regulations adopted by the Company is relying in part on his or her representations set forth in this sectionSEC under the 1933 Act and any other applicable laws. (b) If he or she is deemed an affiliate within the meaning of Rule 144 Each understands that none of the ActInterest, the Shares Warrant or the Warrant Shares, as applicable, has been registered under the 1933 Act and that neither RI nor RadNet, Inc. is under obligation to register or assist Buyer or Seller, as applicable, in registering the Interest, the Warrant or the Warrant Shares, as applicable. Buyer and Seller each further understands and agrees that the Interest, the Warrant and the Warrant Shares, as applicable, must be held indefinitely unless an subsequently registered under the 1933 Act or any exemption from registration under the 1933 Act covering any applicable resale restrictions is available sale of the Interest, the Warrant or the Company files an additional registration statement (Warrant Shares, as applicable, is available. Each understands that legends reflecting these restrictions on transferability will be set forth on any certificates evidencing the Interest, the Warrant or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)Warrant Shares, as applicable. (c) If he or she Each is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands aware that the exemption from registration under Rule 144 will not be available unless (i) its investment in the Interest, the Warrant and the Warrant Shares, as applicable, involves a public trading market then exists for the Common Stock possible degree of the Companyrisk, lack of liquidity and substantial restriction on transferability and (ii) adequate information concerning no federal or state agency has made any finding or determination as to the Company is then fairness for investment in, or any recommendation or endorsement of the Interest, the Warrant or the Warrant Shares, as applicable. (d) Each has sufficient financial resources available to support the publicloss of all or a portion of the investment in the Interest, the Warrant or the Warrant Shares, as applicable, has no need for liquidity with respect to its investment in the Interest, the Warrant or the Warrant Shares, as applicable, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale is able to bear the economic risk of the Shares may be made only investment. (e) Buyer and Seller are each sophisticated and experienced in limited amounts financial, business and investment matters, are in accordance with such terms the same business as RI and conditionsas a result of financial information received from RI and RadNet, Inc. are aware of RI's or RadNet, Inc.'s financial condition and business affairs and, based thereon, each is in a position to evaluate the merits and risks of an investment in the Interest , the Warrant or the Warrant Shares, as applicable.