By accepting this Stock Option, the Employee acknowledges, understands and agrees that:

Acknowledgement and Waiver. Pennypacker understands that the severance pay and benefits provided in paragraph 3.a thru 3.f. will not be paid or provided unless he accepts this Agreement, it becomes effective (see paragraph 17), he continues to honor all of its terms and he waives any and all rights under [Section 7(c)] of the Contingent Employment Agreement between Pennypacker and the Company (the “Contingent Agreement”) regarding a termination of employment prior to a Change of Control (as defined in the Contingent Agreement).

The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the basis of publicly available information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

By accepting this Stock Option, the Employee acknowledges and agrees that: # the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; # the grant of Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past; # all decisions with respect to future grants, if any, will be at the sole discretion of the Company; # the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; # the Employee is participating voluntarily in the Plan; # Stock Options and their resulting benefits are not intended to replace any pension rights or compensation; # Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; # this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; # the future value of the underlying Shares is unknown and cannot be predicted with certainty; # no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting from termination of Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; # notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; and # if the Company determines that the Employee has engaged in misconduct prohibited by applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under applicable law, # recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, # cancel the Employee’s outstanding Stock Options whether or not vested, and # take any other action required or permitted by applicable law.

Acknowledgement. The Company acknowledges that the changes to the Executive’s compensation herein, reflect a significant waiver of potential compensation by the Executive being made as an accommodation to the Company. Accordingly, and without any assurances, the Company will consider these accommodations in any future negotiation or grant of equity compensation to the Executive and agrees that discussion on a new contract will occur in 2020.

Acknowledgement. The Participant acknowledges and agrees that his or her adherence to the foregoing requirements will not prevent him or her from engaging in his or her chosen occupation and earning a satisfactory livelihood following the termination of his or her service with the Company Group.

Acknowledgement. Grantee acknowledges that Grantee # has received a copy of the Plan, # has had an opportunity to review the terms of this Agreement and the Plan, # understands the terms and conditions of this Agreement and the Plan and # agrees to such terms and conditions.

Acknowledgement. The Stockholder acknowledges and agrees that the Exchange has not been registered under the Securities Act or under any state securities laws and represents that it # is acquiring the Exchange Shares pursuant to an exemption from registration under the Securities Act with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws, # will not sell or otherwise dispose of any of the Exchange Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, # has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the Exchange and of making an informed investment decision, and has conducted a review of the business and affairs of the Company that it considers sufficient and reasonable for purposes of making the Exchange, and # is an accredited investor (as that term is defined by Rule 501 under the Securities Act).

Acknowledgement. Holder acknowledges that Holder is acquiring certain shares of the capital stock of [[Organization A:Organization]] (the “Stock”), for one of the following reasons (Check the correct box):

Acknowledgement. Melamed acknowledges that the restrictions set forth in this Section 5 are reasonable in scope and essential to the preservation of the businesses and proprietary properties of RoxSan and its affiliates and that the enforcement thereof will not in any manner preclude Melamed, in the event of her termination of employment with RoxSan, from becoming gainfully employed in such manner and to such extent as to provide a reasonable standard of living for herself, the members of her family and those dependent upon her of at least the sort and fashion to which she and they have become.