Acknowledgement. Director acknowledges that neither the Company nor any of the Company’s affiliates, officer, members, employees, agents or representatives has provided or is providing the undersigned with tax advice regarding the receipt and ownership of the Shares subject to this Agreement and the Plan or any other matter, and the Company has urged the Director to consult with his own tax advisor with respect to the income taxation consequences of receiving, holding and disposing of the Shares subject to this Agreement and the Plan.

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. 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.

Amounts. Subject to the satisfaction of the conditions precedent set forth in Section Six and so long as no Default or Event of Default then exists, each Lender severally, but not jointly, agrees, upon Borrowers’ request from time to time on any Business Day during the period from the date hereof to the Maturity Date, to make revolving loans (the “Revolving Loans”) to Borrowers, in amounts not to exceed (except for Wells Fargo with respect to Non-Ratable Loans and except for the Agent with respect to Agent Advances) such Lender’s Pro Rata Share of the Availability. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans in excess of the Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Total Credit Facility or the Availability or to be obligated to exceed such limits on any other occasion, subject to the Agent’s authority, in its discretion, to make Agent Advances pursuant to the terms of [Section 2.2(i)]. If the sum of outstanding Revolving Loans, together with all outstanding Letter of Credit Obligations, exceeds the Availability, Lenders may refuse to make or otherwise restrict the making of Revolving Loans as Lenders determine until such excess has been eliminated, subject to the Agent’s authority, in its discretion, to make Agent Advances pursuant to the terms of [Section 2.2(i)].

Amounts. Each partial prepayment of any Loan shall be in an amount that would be permitted in the case of a Loan as provided in [Section 2.02]. Prepayments shall be accompanied by accrued interest to the extent required by [Section 2.08].

Reduction of Amounts Due Under Law. You agree that any severance payment (i.e, any payment other than a payment for salary through your Date of Termination or for a bonus earned in the prior fiscal year but not yet paid) to you pursuant to this letter agreement will be counted towards any severance type payments otherwise due you under law. By way of illustration, English law requires notice period of one (1) week for every year of service up to a maximum of twelve (12) weeks of notice. In the event you are terminated without notice and you would otherwise be entitled to a severance payment hereunder, such severance payment will be considered to be payment in lieu of such notice.

Participant Acknowledgement. The Participant hereby acknowledges receipt of a copy of the Plan.

Employee’s Acknowledgement. Employee acknowledges and agrees that, except for this Agreement, Employee would have no right to receive the benefits described in Section 7.

EXECUTIVE ACKNOWLEDGES EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT, THAT EXECUTIVE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT EXECUTIVE IS FULLY AWARE OF ITS LEGAL EFFECT, AND THAT EXECUTIVE HAS ENTERED INTO IT FREELY BASED ON EXECUTIVE’S OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.