Acceptance of Delivery. Graphite or Graphite representative shall examine the Product as soon as practicable after receipt. Notice of all claims (time being of the essence) arising out of:

Delivery and Acceptance. On the later of ​ and the “Possession Date” under the Master Lease, Sublandlord shall deliver the Subleased Premises to Subtenant in “broom clean” condition with all operating systems in good working order and condition, with the Tenant Improvements therein substantially completed and otherwise in the condition received from Master Landlord. It is anticipated that the Commencement Date will occur on ​. If the Commencement Date has not occurred on or before ​, for any reason whatsoever, then this Sublease shall not be void or voidable, nor shall Sublandlord be liable to Subtenant for any loss or damage. If the Commencement Date has not occurred for any reason on or before ​, then, as Subtenant’s sole and exclusive remedy, Subtenant may terminate this Sublease by written notice to Sublandlord, whereupon any monies previously paid by Subtenant to Sublandlord shall be reimbursed to Subtenant, or, at Subtenant’s election, the date Subtenant is otherwise obliged to commence payment of rent shall be delayed by one (1) additional day after the Commencement Date for each day that the Commencement Date is delayed beyond such date. Except as expressly set forth otherwise herein, by taking possession of the Subleased Premises, Subtenant conclusively shall be deemed to have accepted the Subleased Premises in their “as-is”, then- existing condition, without any warranty whatsoever of Sublandlord with respect thereto, except as expressly set forth in the first (1st) sentence of this Paragraph 4.

Electronic Delivery and Acceptance. The Company may deliver any documents related to this Performance Stock Unit Award by electronic means and request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or the Company’s third-party stock plan administrator.

Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Electronic Delivery and Acceptance. Southwestern may, in its sole and absolute discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means and/or require the Participant to accept this Award or any future Award by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees that acceptance of this Award and any future Award may be through an on-line or electronic system established and maintained by Southwestern or a third party designated by Southwestern.

Acceptance. Participant hereby acknowledges that he has read and understands the terms and provisions of this Agreement, and accepts the Award subject to all the terms and conditions of the Plan and this Agreement. Participant has had an opportunity to obtain the advice of legal counsel prior to executing this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of this Award and disposition of the Shares, and that Participant should consult a tax advisor prior to such exercise or disposition. Participant attests that he is relying solely on such advisors and not on any statements or representations of the Plan Administrator, the Company, or any Affiliate, or any agents thereof. Further, Participant hereby acknowledges and understands that he (and not the Company) shall be solely responsible for his tax liability that may arise as a result of receiving this Award Agreement.

Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions hereof and thereof, and accepts the PSUs subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the PSUs or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

Acceptance. Within the Acceptance Window with respect to any interest rate quotes provided pursuant to [Section 2(e)], the ​ may, subject to [Section 2(g)], elect to accept such interest rate quotes as to not less than ​ aggregate principal amount of the Shelf ​ specified in the related Request for Purchase. Such election shall be made by an Authorized Officer of the ​ notifying ​ by e‑mail, telephone or telecopier within the Acceptance Window that the ​ elects to accept such interest rate quotes, specifying the Shelf ​ (each such Shelf Note being an “Accepted Note”) as to which such acceptance (an “Acceptance”) relates. The day the ​ notifies ​ of an Acceptance with respect to any Accepted ​ is herein called the “Acceptance Day” for such Accepted ​. Any interest rate quotes as to which ​ does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf ​ hereunder shall be made based on such expired interest rate quotes. Subject to [Section 2(g)] and the other terms and conditions hereof, the ​ agrees to sell to a ​ Party, and ​ agrees to purchase and/or cause the purchase by a ​ Party of, the Accepted ​ at 100% of the principal amount of such ​. As soon as practicable following the Acceptance Day, the ​, ​ and each ​ Party which is to purchase any such Accepted ​ will execute a confirmation of such Acceptance substantially in the form of [Schedule 2(f)] attached hereto (a “Confirmation of Acceptance”). If the Accepted Note bears a floating interest rate, then the LIBOR Rate Note Margin specified in the Confirmation of Acceptance shall remain constant for the life of such Note. If the ​ should fail to execute and return to ​ within three Business Days following the ​’s receipt thereof a Confirmation of Acceptance with respect to any Accepted ​, ​ may at its election at any time prior to ​’s receipt thereof cancel the closing with respect to such Accepted ​ by so notifying the ​ in writing.

Acceptance. This offer will remain open until ​ on ​. If you decide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated along with your expected start date and return it to me. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.