Investment Experience. The Purchaser is an investor in speculative securities with companies that have no revenue or profits and lack liquidity and capital resources and has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the risks of the investment in the Shares. The Purchaser confirms that he is able to bear the economic risk of an investment in the Shares and is able to afford a complete loss of such investment.

The Committee shall establish and maintain the Company Stock Fund and such other Investment Funds as are specified from time to time by the Company. In this regard, the Company may choose to offer as Investment Funds any investment vehicles, including without limitation: # securities issued by investment companies advised by affiliates of the Trustee, # guaranteed investment contracts recommended by the Trustee, and # collective investment trusts maintained by the Trustee.

Investment Policies. [[Organization A:Organization]] is in compliance in all respects with the Investment Policies, except to the extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

Investment Intent. Buyer is acquiring the Purchased Shares for its own account and not with a view to its distribution within the meaning of Section 2(11) of the Securities Act, and the rules and regulations issued pursuant thereto. Buyer is an “accredited investor” within the meaning of Rule 501 under the Securities Act. Buyer understands that the Purchased Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

Investment Representations. The Company may require the Participant, as a condition of exercising the Grant or receiving shares of Common Stock pursuant to this Award to give written assurance in form and substance satisfactory to the Company to the effect that the Participant is acquiring the Common Stock subject to this Award for his or her own account, for investment and not with any present intention of selling or otherwise distributing the same.

Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable # at Closing as Returnable Shares, # on account of interest on the Note # as a result of the events described in [Sections 1.3 and 1.4(i)])] of the Note or # in payment of the Standard Liquidated Damages Amount (as defined in [Section 2(f)] below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

Investment RSUs. If, within the six (6) month period following the Start Date (the “6-Month Period”) and subject to Executive’s compliance with the Company’s insider trading policy and applicable pre-clearance and/or Rule 10b5-1 plan requirements for executives, as in effect from time to time, Executive purchases shares of Company common stock on the public market (each such purchase transaction, an “Acquisition”, and the shares so acquired, the “Investment Shares”), then on the applicable IRSU Grant Date (as defined below) the Company will grant Executive time-vesting RSUs (the “Investment RSUs”) for a number of shares equal to the number of Investment Shares purchased, provided that # only the first and second sequentially occurring Acquisitions within the 6-Month Period will be eligible for a corresponding grant of Investment RSUs (it being understood that a series of execution transactions executed by a broker pursuant to a single order shall be considered to be and treated as a single Acquisition for this purpose) and # no more than $7,500,000 in aggregate purchase price of Investment Shares, based on the aggregate purchase price of the Acquisitions considered in chronological order, will be eligible for a corresponding grant of Investment RSUs. For purposes of the Investment RSUs, the “IRSU Grant Date” means a date no more than thirty (30) days following the date on which Executive provides notice and reasonable documentation of his completion of one or both of the Acquisitions to the Compensation Committee. The vesting commencement date of the Investment RSUs will be the 10th day of the calendar month occurring concurrently with or after the applicable IRSU Grant Date (the “Investment RSUs Vesting Commencement Date”). The Investment RSUs shall vest over two (2) years in equal installments, with 1/8 of the Investment RSUs vesting on each of the eight (8) quarterly anniversaries of Investment RSU Vesting Commencement Date, subject to Executive’s Continuous CEO Service through each such vesting date, as applicable (except as set forth below in Section 7). The Investment RSUs will be subject to the form of award agreement previously presented to Executive.

Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.