Common use of Optionee’s Representations Clause in Contracts

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both both this Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These these securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this the Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this the Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance com- pliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended \amended (the "Act") in reliance upon one or more specific exemptions contained con- tained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon upon: (a) Optionee's bona fide investment intention in acquiring acquir- ing these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this the Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this the Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this the Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended \amended (the "Act") in reliance upon one or more specific exemptions contained con- tained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon upon: (a) Optionee's bona fide investment intention in acquiring acquir- ing these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this the Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this the Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this the Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon upon: (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this the Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this the Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this the Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance com- pliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered regi- stered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained con- tained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon upon: (a) Optionee's bona fide investment intention in acquiring acquir- ing these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this the Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both 5.1 Optionee acknowledges that both this Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These 5.2 Optionee acknowledges that these securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) 5.3 Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) 5.4 Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended amended, (the "Act") ), or any applicable state law in reliance upon one or more specific exemptions contained in the ActAct and any applicable state law, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (ai) Optionee's bona fide investment intention in acquiring these securities; (bii) Optionee's intention to hold these securities in compliance with federal and state securities laws; (ciii) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (div) there being certain restrictions on transfer of the Shares subject to the Option; (v) 5.5 Optionee understands that the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the ActAct and any applicable state law, or unless an exemption from registration is available; that Rule 144, the usual exemption from registrationregistration under the Act, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) 5.6 Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) a. Both this Option and any Shares Stock purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) b. These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 11 to the Company; (iii) c. Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) d. Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "“Act"”) in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 rules promulgated under the Act, if available, or which may depend upon (a) Optionee's ’s bona fide investment intention in acquiring these securities; (b) Optionee's ’s intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares Stock subject to the Option; (v) e. Optionee understands that the Shares Stock subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the SharesStock; that there is no certainty that a public market for the Shares Stock will exist, and that otherwise it will be necessary that the Shares Stock be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) f. Optionee understands that the certificate representing the Shares Stock will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted. g. Optionee shall have sole responsibility to pay the necessary taxes connected with an option grant and the Company shall have no responsibility thereunder except to provide the necessary annual reporting form, if applicable. h. By accepting this Award, the Optionee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this section. The Optionee is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect the Optionee’s ability to participate in the Plan. The Corporation holds certain personal information about the Optionee, which may include the Optionee’s name, home address and telephone number, facsimile number, e-mail address, family size, marital status, sex, beneficiary information, emergency contacts, passport/visa information, age, language skills, driver’s license information, date of birth, birth certificate, social security number or other employee identification number, nationality, C.V. (or resume), wage history, employment references, job title, employment or severance contract, current wage and benefit information, personal bank account number, tax related information, plan or benefit enrollment forms and elections, equity or benefit statements, any shares of stock or directorships in the Company, details of all equity awards or any other entitlements to shares of stock awarded, canceled, purchased, vested, unvested or outstanding in the Optionee’s favor, for the purpose of managing and administering the Plan (“Data”). The Company will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Optionee’s participation in the Plan, and the Company may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States of America. The Optionee authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of Stock or cash on the Optionee’s behalf to a broker or other third party with whom the Optionee may elect to deposit any lump sum cash payment or shares of Stock acquired pursuant to the Plan. The Optionee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the in house legal counsel for the Company; however, withdrawing the Optionee’s consent may affect the Optionee’s ability to participate in the Plan.

Optionee’s Representations. By receipt Optionee represents and warrants to and agrees with the Company as follows: 6.1. Optionee is acquiring the Option for Optionee’s own account, for investment purposes only and not with a view to or for sale in connection with a distribution of the Option. 6.2. Optionee understands that an investment in the Option involves a high degree of risk, and Optionee has the financial ability to bear the economic risk of this Optioninvestment, by its executionincluding a complete loss of such investment. Optionee has adequate means for providing for Optionee’s current financial needs and has no need for liquidity with respect to this investment. 6.3. Optionee has such knowledge and experience in financial and business matters that Optionee is capable of evaluating the merits and risks of an investment in the Option and in protecting Optionee’s own interest in connection with this transaction. 6.4. Optionee has had the opportunity to ask questions of, and by its exercise in whole or in partto receive answers from, Optionee represents to the Company that Optionee understands that: (i) Both this Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs appropriate officers of the Company sufficient with respect to be well the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company. Optionee has had access to such financial and other information as is necessary in order for Optionee to make a fully informed decision as to investment in the rights Company, and has had the value opportunity to obtain any additional information necessary to verify any of these securities;such information to which Optionee has had access. (iv) 6.5. Optionee understands acknowledges that if at the securities have not been registered time of exercise of this Option by Optionee there is no effective registration statement registering the issuance of the Option Shares upon exercise of this Option under the Securities Act of 1933, as amended (the "“Securities Act"”), any certificate evidencing the Option Shares will have a legend to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) in reliance upon one or more specific exemptions contained in OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. 6.6. Optionee has consulted with Optionee’s own tax counsel and advisors as to the Actfederal, which may include reliance on Rule 701 promulgated under state and other tax consequences to Optionee of the Actgrant and exercise of the Option and the sale of Option Shares, if available, or which may depend upon (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing acknowledges that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject Company makes no representation or warranty to the Option; (v) Optionee understands that the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exemptedregarding such tax consequences.

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal Federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value value, if any, of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal Federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal Federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the SharesShares and subject to other provisions; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (ia) Both both this Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (iib) These these securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 3 to the Company; (iiic) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (ivd) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (ve) Optionee understands that the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and,; (vif) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted; and (g) Optionee understands that the Shares will be subject to right of first refusal of the Company and upon exercise of the Option, Optionee will be required to sign the Company's stockholder agreement.

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise in whole or in part, the Optionee represents to the Company that Optionee understands that: (i) Both a. The Optionee acknowledges that both this Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These b. The Optionee acknowledges that these securities are made available to the Optionee only on the condition that the Optionee makes the representations contained in this Section 4 to the Company; (iii) c. The Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) d. The Optionee understands that to the extent that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") ), or any applicable state law, such securities have been made available to the Optionee in reliance upon one or more specific exemptions contained in the ActAct and any applicable state law, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (ai) the Optionee's bona fide investment intention in acquiring these securities; (bii) the Optionee's intention with respect to hold these securities in compliance with federal and state securities laws; (ciii) the Optionee having no present intention of selling or transferring any part thereof (recognizing that the this Option is not transferable) in violation of applicable federal and state securities laws; and (div) there being certain restrictions on transfer of the Shares subject to the this Option; (v) e. The Optionee understands that, to the extent that the Shares are not registered under the Act, the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the ActAct and any applicable state law, or unless an exemption from registration is available; that Rule 144, the usual exemption from registrationregistration under the Act, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) f. The Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the an opinion of counsel for the Company that registration is not required. g. The Optionee acknowledges that this Option may, in fact, not qualify for incentive stock option treatment under the Code or the rules and a legend prohibiting their transfer in compliance regulations thereunder and that he has consulted with applicable state securities laws unless otherwise exemptedhis own tax counsel regarding the tax treatment of this Option and any Shares issued upon exercise of this Option.

Optionee’s Representations. By receipt of this the Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this the Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon upon: (a) Optionee's Optionees bona fide investment intention in acquiring these securities; (b) Optionee's Optionees intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this the Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise in whole or in part, the Optionee represents to the Company that Optionee understands that: (i) Both a. The Optionee acknowledges that both this Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These b. The Optionee acknowledges that these securities are made available to the Optionee only on the condition that the Optionee makes the representations contained in this Section 4 to the Company; (iii) c. The Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) d. The Optionee understands that to the extent that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") ), or any applicable state law, such securities have been made available to the Optionee in reliance upon one or more specific exemptions contained in the ActAct and any applicable state law, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (ai) the Optionee's bona fide investment intention in acquiring these securities; (bii) the Optionee's intention with respect to hold these securities in compliance with federal and state securities laws; (ciii) the Optionee having no present intention of selling or transferring any part thereof (recognizing that the this Option is not transferable) in violation of applicable federal and state securities laws; and (div) there being certain restrictions on transfer of the Shares subject to the this Option; (v) e. The Optionee understands that, to the extent that the Shares are not registered under the Act, the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the ActAct and any applicable state law, or unless an exemption from registration is available; that Rule 144, the usual exemption from registrationregistration under the Act, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) f. The Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the an opinion of counsel for the Company that registration is not required, . g. The Optionee acknowledges that this Option may not qualify for incentive stock option treatment under the Code or the rules and a legend prohibiting their transfer in compliance regulations thereunder and that he has consulted with applicable state securities laws unless otherwise exemptedhis own tax counsel regarding the tax treatment of this Option and any Shares issued upon exercise of this Option.

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both Optionee hereby represents and warrants that (i) it is an entity which is duly organized, validly existing and, in good standing under applicable laws, and (ii) Optionee’s execution, delivery and performance of this Option Agreement has been duly authorized and does not violate Optionee’s articles of organization (or other governing documents), or any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws;applicable law or regulations. (ii) These securities are made available Optionee hereby represents and warrants to Optionee only on the condition Optionor that Optionee makes has not dealt with any broker or finder in connection with this Agreement or the representations contained in this Section 4 to the Company;transactions contemplated hereunder. (iii) Optionee hereby represents and warrants to the Optionor that Optionee has made a reasonable investigation such knowledge and experience in financial and business matters in general, and in particular, those related to the Optionor, that Optionee is capable of valuing the merits and risks of investment in the Optionor through the transfer of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities;Membership Interests. (iv) Optionee acknowledges and understands that the securities have Membership Interests has not been registered under the Securities Act or the securities laws of 1933any state and that the Membership Interests is to be acquired pursuant to an investment representation on the part of Optionee and should not be sold, as amended (pledged, hypothe­cated, donated or otherwise transferred by Optionee whether or not for consideration and that the "Act") Optionor will not permit the transfer of the Membership Interests without registration or upon issuance to the Optionor of a favorable opinion of counsel reasonably satisfactory to the Optionor to the affect that any such transfer shall not be in reliance upon one or more specific exemptions contained in violation of the Act, which may include reliance on Rule 701 promulgated under registration requirements of the Act, if available, or which may depend upon (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal Securities Act and any applicable state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option;. (v) Optionee understands acknowledges that there are both tax and non-tax risks associated with the Shares subject Membership Interests and that Optionee will be required to this Optionreport and pay taxes on Optionee’s allocable share of any of the Optionor’s profits, even if the Optionor does not make any corresponding distributions of cash to Optionee with respect to such profits, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; event that Rule 144, Optionee becomes a member of the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exemptedOptionor.

Optionee’s Representations. By receipt of this the Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this the Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (amended a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this the Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise other- wise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult diffi- cult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt In connection with the issuance of this Optionthe Option and the Optionee's grant of his personal guarantee of the Loan, by its execution, and by its exercise in whole or in part, the Optionee represents to the Company that Optionee understands thatthe following: (ia) Both Optionee is currently a Member of PODS USA, LLC, which is a shareholder of the Company, is fully 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 grant the personal guarantee and accept the Option Grant as a guarantee fee. The Optionee has had an opportunity to carefully review the books and records of the Company and has relied only on the information contained therein and information otherwise provided in writing by an authorized representative of the Company. The Optionee and/or his advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company, or a person or persons acting on behalf of the Company, concerning the terms and conditions of the Loan, the Optionee's personal guarantee and Option Grant, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information. All such questions have been answered to the full satisfaction of the Optionee. No oral representations have been made or oral information furnished to the Optionee or his advisor(s) in connection with the Loan, the Optionee's personal guarantee and the Option Grant. (b) Optionee acknowledges that he or she is familiar with the terms and provisions of this Option Grant and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed this Option Grant in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation fully understands all provisions of the affairs Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Company sufficient upon any questions arising under this Option Grant. Optionee further agrees to be well informed as to notify the rights Company upon any change in the residence address. (c) Optionee acknowledges and understands that this Option and the value Shares that will be obtained upon exercise of these securities; (iv) Optionee understands that the securities Option have not been registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon one or more a specific exemptions contained in the Actexemption therefrom, which may include reliance on exemption depends upon, among other things, the bona fide nature of Optionee's investment intent as expressed herein. (d) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, if availablewhich, in substance, permit limited public resale of "restricted securities" acquired, directly or which may depend upon (a) Optionee's bona fide investment intention indirectly from the issuer thereof, in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares a non-public offering subject to the Option; (v) Optionee understands that the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the presence case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a public market for Form 144, if applicable. In the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary event that the Shares be sold pursuant to another exemption from registration which Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be difficult resold in certain limited circumstances subject to satisfythe provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer , in the absence case of their registration acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the opinion Securities less than two years, the satisfaction of counsel for the Company that registration is not requiredconditions set forth in sections (1), (2), (3) and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted(4) of this paragraph.

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise in whole or in partNotwithstanding anything herein to the contrary, Optionee hereby represents and warrants to the Company that Optionee understands Company, that: (ia) Both this The Common Stock that will be received upon exercise of the Stock Option are acquired for investment purposes only for Optionee’s own account and not with a view to or in connection with any Shares purchased upon its exercise are securitiesdistribution, the issuance by the Company of which requires re-offer, resale, or other disposition not in compliance with federal the Securities Act of 1933 (the “Securities Act”) and applicable state securities laws; (iib) These securities are made available Optionee, alone or together with Optionee’s representatives, possesses such expertise, knowledge, and sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to Optionee only on the condition engage in particular, that Optionee makes is capable of evaluating the representations contained in this Section 4 to merits and economic risks of acquiring Common Stock upon the Companyexercise of the Stock Option and holding such Common Stock; (iiic) Optionee has made a reasonable investigation had access to all of the affairs of information with respect to the Common Stock underlying the Stock Option that Optionee deems necessary to make a complete evaluation thereof, and has had the opportunity to question the Company sufficient to be well informed as to concerning the rights and the value of these securitiesStock Option; (ivd) The decision of Optionee to acquire the Common Stock upon exercise of the Stock Option for investment has been based solely upon the evaluation made by Optionee; (e) Optionee understands understand that the securities have Common Stock underlying the Stock Option constitutes “restricted securities” under the Securities Act and has not been registered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more a specific exemptions contained in the Actexemption therefrom, which may include reliance on Rule 701 promulgated under exemption depends upon, among other things, the Act, if available, or which may depend upon (a) Optionee's bona fide nature of Optionee’s investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) intent as expressed herein. Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee further understands that the Shares subject to this Option, in addition to other restrictions on transfer, Common Stock underlying the Stock Option must be held indefinitely unless it is subsequently registered under the Act, Securities Act or unless an exemption from such registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and,; (vif) Optionee acknowledges and understands that the certificate representing Company is under no obligation to register the Shares Common Stock underlying the Stock Option and that the certificates evidencing such Common Stock will bear be imprinted with a legend prohibiting their which prohibits the transfer of such Common Stock unless it is registered or such registration is not required in the absence of their registration or the opinion of counsel for satisfactory to the Company that registration is not required, and a any other legend prohibiting their transfer in compliance with required under applicable state securities laws unless otherwise exemptedlaws; and (g) Optionee is an “accredited investor,” as such term is defined in Section 501 of Regulation D promulgated under the Securities Act.

Optionee’s Representations. By receipt of this the Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this the Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (the a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this the Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt The Optionee represents that he is an “accredited investor” within the meaning of this OptionRule 501 under the Securities Act of 1933, by its executionas amended. The Optionee represents that he is knowledgeable, sophisticated and experienced in business, financial and investment matters, capable of evaluating the merits and risks of, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this Option and any Shares purchased upon its exercise are securitiesmaking an informed decision with respect to, the issuance by investment in the Company Company, and that he is able to bear the economic risk of which requires compliance such investment for an indefinite period of time and able to afford the complete loss of such investment. The Optionee (and his representatives, if any) has had an opportunity to request and review information, and ask and have his questions answered, with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 respect to the Company; (iii) Optionee has made a reasonable investigation of the affairs of , desires no further or additional information concerning the Company sufficient or its operations, and deems such information received and reviewed adequate to be well informed as evaluate the merits and risks of Optionee’s investment in the Company. The Optionee represents that he is acquiring the Option for his own account, solely for investment and without a view to the rights distribution or resale thereof. The Optionee understands further that the Option and the value Shares may constitute “restricted securities” under the Securities Act of these securities; (iv) Optionee understands that the securities 1933, as amended, and have not been registered under the Securities Act or applicable “Blue Sky” laws of any state or foreign jurisdiction, in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Optionee’s investment intent as expressed herein. The Optionee further understands that the Option and the Shares may not be sold, transferred or otherwise disposed of except pursuant to an effective and current registration statement under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Actapplicable “Blue Sky” laws of any state or foreign jurisdiction, which may include reliance on Rule 701 promulgated under the Act, or if available, or which may depend upon (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exemptedtherefrom.

Optionee’s Representations. By receipt of this the Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this the Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act11Act") in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon upon: (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this the Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this Optionthese Options, by its executionthe execution of this Agreement, and by its the exercise in whole or in partpart of these Options, Optionee represents to the Company that Optionee understands that: (i) Both this Option both these Options and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These these securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 5 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is Options are not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the OptionOptions; (v) Optionee understands that the Shares subject to this Optionthese Options, must, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt The Optionee represents that he is an “accredited investor” within the meaning of this OptionRule 501 under the Securities Act of 1933, by its executionas amended. The Optionee represents that he is knowledgeable, sophisticated and experienced in business, financial and investment matters, capable of evaluating the merits and risks of, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this Option and any Shares purchased upon its exercise are securitiesmaking an informed decision with respect to, the issuance by investment in the Company Company, and that he is able to bear the economic risk of which requires compliance such investment for an indefinite period of time and able to afford the complete loss of such investment. The Optionee (and his representatives, if any) has had an opportunity to request and review information, and ask and have his questions answered, with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 respect to the Company; (iii) Optionee has made a reasonable investigation of the affairs of , desires no further or additional information concerning the Company sufficient or its operations, and deems such information received and reviewed adequate to be well informed as evaluate the merits and risks of Optionee’s investment in the Company. The Optionee represents that he is acquiring the Option for his or her own account, solely for investment and without a view to the rights distribution or resale thereof. The Optionee understands further that the Option and the value Shares may constitute “restricted securities” under the Securities Act of these securities; (iv) Optionee understands that the securities 1933, as amended, and have not been registered under the Securities Act or applicable “Blue Sky” laws of any state or foreign jurisdiction, in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Optionee’s investment intent as expressed herein. The Optionee further understands that the Option and the Shares may not be sold, transferred or otherwise disposed of except pursuant to an effective and current registration statement under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Actapplicable “Blue Sky” laws of any state or foreign jurisdiction, which may include reliance on Rule 701 promulgated under the Act, or if available, or which may depend upon (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exemptedtherefrom.

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both Optionee understands that both this Option and any Shares shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These ; and that these securities are made available to Optionee only on the condition that the Optionee makes the representations contained in this Section 4 IV to the Company; (iiiii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iviii) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") ), or the securities laws of any state; that the securities have not been registered under the Act in reliance upon one or more a specific exemptions exemption contained in the Act, Act which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend depends upon (a) Optionee's bona fide investment intention in acquiring these securities; (b) that Optionee's intention is to hold these securities in compliance with federal and state securities lawsfor Optionee's own benefit for an indefinite period; (c) that Optionee having has no present intention of selling or transferring any part thereof (recognizing that the Option is not transferabletransferable except as provided for in this Agreement) in violation of applicable federal and state securities laws; and (d) that there being may be certain restrictions on transfer of the Shares shares subject to the Option; (iv) Optionee understands that Optionee has no rights to require that the securities be registered under the Act or applicable state securities laws; and (v) Optionee understands that the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this the Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this the Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered regi- stered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained con- tained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon upon: (a) Optionee's bona fide investment intention in acquiring acquir- ing these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this the Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this the Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this the Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (exemptions a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this the Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this the Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this the Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon upon: ( a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable 3 of 12 federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this the Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both Optionee hereby represents and warrants that (i) it is an entity which is duly organized, validly existing and, in good standing under applicable laws, and (ii) Optionee’s execution, delivery and performance of this Option Agreement has been duly authorized and does not violate Optionee’s articles of organization (or other governing documents), or any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws;applicable law or regulations. (ii) These securities are made available Optionee hereby represents and warrants to Optionee only on the condition Optionor that Optionee makes has not dealt with any broker or finder in connection with this Agreement or the representations contained in this Section 4 to the Company;transactions contemplated hereunder. (iii) Optionee hereby represents and warrants to the Optionor that Optionee has made a reasonable investigation such knowledge and experience in financial and business matters in general, and in particular, those related to the Optionor, that Optionee is capable of valuing the merits and risks of investment in the Optionor through the transfer of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities;Membership Interests. 3 (iv) Optionee acknowledges and understands that the securities have Membership Interests has not been registered under the Securities Act or the securities laws of 1933any state and that the Membership Interests is to be acquired pursuant to an investment representation on the part of Optionee and should not be sold, as amended (pledged, hypothe­cated, donated or otherwise transferred by Optionee whether or not for consideration and that the "Act") Optionor will not permit the transfer of the Membership Interests without registration or upon issuance to the Optionor of a favorable opinion of counsel reasonably satisfactory to the Optionor to the affect that any such transfer shall not be in reliance upon one or more specific exemptions contained in violation of the Act, which may include reliance on Rule 701 promulgated under registration requirements of the Act, if available, or which may depend upon (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal Securities Act and any applicable state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option;. (v) Optionee understands acknowledges that there are both tax and non-tax risks associated with the Shares subject Membership Interests and that Optionee will be required to this Optionreport and pay taxes on Optionee’s allocable share of any of the Optionor’s profits, even if the Optionor does not make any corresponding distributions of cash to Optionee with respect to such profits, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; event that Rule 144, Optionee becomes a member of the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exemptedOptionor.

Optionee’s Representations. By receipt of this Option, ,by its execution, and by its exercise in whole or in part, Optionee represents to the Company that Optionee understands that: (i) Both this Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") in reliance upon one or more specific exemptions contained in the Act, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise [Included in whole or in part, Optionee represents awards made prior to August 2012 included the Company that Optionee understands that: (i) Both this Option and any following representation: “In the event the Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These securities are made available to Optionee only on the condition that Optionee makes the representations contained in this Section 4 to the Company; (iii) Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) Optionee understands that the securities have not been registered under the Securities Act of 1933, as amended amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company an investment representation statement in a form acceptable to the Company.”] [Included in awards made in and after August 2012 included the following representation: “The Optionee represents that he or she is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended. The Optionee represents that he or she is knowledgeable, sophisticated and experienced in business, financial and investment matters, capable of evaluating the merits and risks of, and making an informed decision with respect to, the investment in the Company, and that he or she is able to bear the economic risk of such investment for an indefinite period of time and able to afford the complete loss of such investment. The Optionee (and his or her representatives, if any) has had an opportunity to request and review information, and ask and have his or her questions answered, with respect to the "Act") Company, desires no further or additional information concerning the Company or its operations, and deems such information received and reviewed adequate to evaluate the merits and risks of Optionee’s investment in the Company. The Optionee represents that he or she is acquiring the Option for his or her own account, solely for investment and without a view to the distribution or resale thereof. The Optionee understands further that the Option and the Shares may constitute “restricted securities” under the Securities Act of 1933, as amended, and have not been registered under the Securities Act or applicable “Blue Sky” laws of any state or foreign jurisdiction, in reliance upon one or more a specific exemptions contained in the Actexemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Optionee’s investment intent as expressed herein. The Optionee further understands that the Option and the Shares may include reliance on Rule 701 promulgated not be sold, transferred or otherwise disposed of except pursuant to an effective and current registration statement under the ActSecurities Act of 1933, as amended or applicable “Blue Sky” laws of any state or foreign jurisdiction, or if available, or which may depend upon (a) Optionee's bona fide investment intention in acquiring these securities; (b) Optionee's intention to hold these securities in compliance with federal and state securities laws; (c) Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (d) there being certain restrictions on transfer of the Shares subject to the Option; (v) Optionee understands that the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the Act, or unless an exemption from registration is available; that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exemptedtherefrom.”]

Optionee’s Representations. By receipt of this Option, by its execution, and by its exercise in whole or in part, the Optionee represents to the Company that Optionee understands that: (i) Both a. The Optionee acknowledges that both this Option and any Shares purchased upon its exercise are securities, the issuance by the Company of which requires compliance with federal and state securities laws; (ii) These b. The Optionee acknowledges that these securities are made available to the Optionee only on the condition that the Optionee makes the representations contained in this Section 4 11 to the Company; (iii) c. The Optionee has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities; (iv) d. The Optionee understands that to the extent that the securities have not been registered under the Securities Act of 1933, as amended (the "Act") ), or any applicable state law, such securities have been made available to the Optionee in reliance upon one or more specific exemptions contained in the ActAct and any applicable state law, which may include reliance on Rule 701 promulgated under the Act, if available, or which may depend upon (ai) the Optionee's bona fide investment intention in acquiring these securities; (bii) the Optionee's intention with respect to hold these securities in compliance with federal and state securities laws; (ciii) the Optionee having no present intention of selling or transferring any part thereof (recognizing that the Option is not transferable) in violation of applicable federal and state securities laws; and (div) there being certain restrictions on transfer of the Shares subject to the Option; (v) e. The Optionee understands that, to the extent that the Shares are not registered under the Act, the Shares subject to this Option, in addition to other restrictions on transfer, must be held indefinitely unless subsequently registered under the ActAct and any applicable state law, or unless an exemption from registration is available; that Rule 144, the usual exemption from registrationregistration under the Act, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares; that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy; and, (vi) f. The Optionee understands that the certificate representing the Shares will bear a legend prohibiting their transfer in the absence of their registration or the an opinion of counsel for the Company that registration is not required, and a legend prohibiting their transfer in compliance with applicable state securities laws unless otherwise exempted.