Local Counsel Opinions. The opinion of # Dover Dixon Horne PLLC, counsel to the Guarantors organized in Arkansas, # Lewis Roca Rothgerber Christie LLP, counsel to the Guarantors organized in Arizona and New Mexico, (c)Austin Stewart, Esq., counsel to the Guarantors organized in California, # Carlton Fields Jorden Burt, P.A., counsel to the Guarantors organized in Florida, # Sanders, Ranck & Skilling, P.C., counsel to the Guarantors organized in Georgia, # Frost Brown Todd LLC, counsel to the Guarantors organized in Indiana, Virginia and West Virginia, # Polsinelli PC, counsel to the Guarantors organized in Kansas, # Verrill Dana LLP, counsel to the Guarantors organized in Maine and Rhode Island, # Locke Lord LLP, counsel to the Guarantors organized in Massachusetts, # Jones Walker LLP, counsel to the Guarantors organized in Mississippi and Louisiana, # Husch Blackwell LLP, counsel to the Guarantors organized in Missouri, # Karell Dyre Haney PLLP, counsel to the Guarantors organized in Montana, # Ice Miller LLP, counsel to the Guarantors organized in Ohio, # McAfee & Taft A Professional Corporation, counsel to the Guarantors organized in Oklahoma, # Davis Wright Tremaine LLP, counsel to the Guarantors organized in Oregon, # Meyer, Unkovic & Scott LLP, counsel to the Guarantors organized in Pennsylvania, # Nelson Mullins Riley & Scarborough LLP, counsel to the Guarantors organized in South Carolina, # McGuire, Craddock & Strother, P.C., counsel to the Guarantors organized in Texas, # Holland & Hart LLP, counsel to the Guarantors organized in Utah, and # Lindquist & Vennum LLP, counsel to the Guarantors organized in Wisconsin, in each case, dated the Closing Date, addressed to the Initial Purchasers and in form and substance reasonably acceptable to the Initial Purchasers.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement). Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion.

Opinions of Counsel. The Administrative Agent shall have received such opinions of counsel from counsel to the Borrower and the Subsidiary Guarantors as the Administrative Agent shall request, each of which shall be addressed to the Administrative Agent and each of the Lenders and dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent.

Opinions of Counsel. Opinions of counsel to the Credit Parties addressed to the Administrative Agent and the Lenders with respect to the Credit Parties, the Loan Documents and such other matters as the Administrative Agent shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders, subject to customary qualifications).

[[Organization A:Organization]] Systems, Inc. would like to thank you for your employment at [[Organization A:Organization]] and wishes you the best in your future endeavors. As discussed, you and [[Organization A:Organization]] have agreed to end your employment effective today, DATE. This Separation Agreement and General Release (which we refer to as the “Agreement”) describes the terms of your departure from [[Organization A:Organization]].

Each Party acknowledges that it has had the opportunity to be represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel, shall have no application and is expressly waived.

Representation by Counsel. Each party hereto represents and agrees with each other that it has been represented by or had the opportunity to be represented by, independent counsel of its own choosing, and each party acknowledges that legal counsel for Mr. Peter Lee reviewed and revised this Agreement, and in doing so, only represented the interests of Mr. Peter Lee, and not the interests of any other party hereto. Further, each party represents and agrees with each other that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents thereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence.

Consultation with Counsel. Executive acknowledges # that he has been given the opportunity to consult with counsel of his own choice concerning this Agreement, and # that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based upon his own judgment with or without the advice of such counsel.

Independent Legal Counsel. Executive is advised and encouraged to consult with an attorney before signing this Agreement. Executive acknowledges that, if he desired to consult an attorney, he had an adequate opportunity to do so.

Advice to Seek Independent Counsel. The Participant is hereby advised in writing to consult with an attorney before entering into the covenants outlined in this Section 19. The Participant acknowledges that prior to acceptance of this Award Agreement, the Participant has been advised by the Corporation of the Participant's right to seek independent advice from an attorney of the Participant's own selection regarding this Award Agreement, including the restraints imposed upon him or her pursuant to this Section 19. The Participant acknowledges that the Participant has entered into this Award Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Award Agreement after being given the opportunity to consult with counsel. The Participant further represents that in entering into this Award Agreement, the Participant is not relying on any statements or representations made by any of the Corporations' directors, officers, employees or agents which are not expressly set forth herein, and that the Participant is relying only upon the Participant's own judgment and any advice provided by the Participant's attorney. The Participant acknowledges he or she has been provided at minimum 14 calendar days to review the provisions contained herein.