Participant’s Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his review by the Company, and represents that he is familiar with the terms of the Plan, and accepts this Award subject to all the terms of the Plan. The Participant agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.

Participant’s Acknowledgments. The Participant acknowledges that he or she: # has read this Agreement; # has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; # understands the terms and consequences of this Agreement; # is fully aware of the legal and binding effect of this Agreement; and # understands that the law firm of Wilmer ale is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Participant.

Executive affirms that Executive has not filed, caused to be filed, or presently is a party to any claim against the Company. Executive also affirms that Executive has reported all hours worked as of the date Executive signs this Agreement and has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date Executive signs this Agreement (except for the payment of accrued but unpaid vacation set forth in [Section 1, COBRA] continuation coverage, his accrued and vested benefits under the Company’s 401(k) plan, and his vested rights under outstanding equity awards set forth on Exhibit A). Executive affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.

Licensee warrants that it has independently determined the merchantability and fitness of the software for its particular purpose, prior to the purchase of the System from Licensor. Licensee further warrants that the specifications furnished by Licensee to Licensor for incorporation into the System are delivered free of the rightful claim of any third person or entity by way of infringement or the like, and Licensee expressly agrees to indemnify and hold harmless Licensor to the extent any such claim that arises out of Licensors compliance with the specifications.

Rule 144 Acknowledgments. [[Organization A:Organization]] and [[Organization B:Organization]] confirm that [[Organization B:Organization]] has not received any consideration for the transactions contemplated by this Agreement. Pursuant to Rule 144 promulgated by the Commission pursuant to the Securities Act and the rules and regulations promulgated thereunder as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule 144, the holding period of the Securities tacks back to ​.2 [[Organization B:Organization]] agrees not to take a position contrary to this paragraph and, at Closing, [[Organization B:Organization]]’s counsel will deliver an opinion attesting to the acknowledgements contained in Section 5(d), Section 5(e) and this Section 6(b).

By this exercise, I agree # to provide such additional documents as you may require pursuant to the terms of the Plan, # to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and # if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option.

Section #ACKNOWLEDGMENTS

Acknowledgments/Time to Consider. Executive acknowledges and agrees that # Executive has read and understands the terms of this General Release Agreement; # Executive has been advised in writing to consult with an attorney before executing this General Release Agreement; # Executive has obtained and considered such legal counsel as Executive deems necessary; # Executive has been given twenty-one (21) days to consider whether or not to enter into this General Release Agreement (although Executive may elect not to use the full 21‑day period at Executive’s option); and # by signing this General Release Agreement, Executive acknowledges that Executive does so freely, knowingly, and voluntarily.

Automated Response Unit: The Committee may, as a part of the administrative procedures it establishes and in lieu of written procedures contemplated in this Plan, authorize use of an “automated response unit” which generates written acknowledgments of transactions.

Certain Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with any amendment to the Settlement Agreement granted herein.