Executive Acknowledgement. Executive confirms and represents to the Company that he has had the opportunity to obtain the advice of legal counsel, financial and tax advisers, and such other professionals as he deems necessary for entering into this Agreement, and he has not relied upon the advice of the Company or the Company’s officers, directors, or employees.

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.

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 ​.

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. Executive affirms that she has read this Agreement and been advised that she has twenty-one (21) days from the date she received it to sign this Agreement, and that she has been advised in writing to consult with an attorney prior to signing this Agreement. Executive affirms that the provisions of this Agreement are understandable to her and she has entered into this Agreement freely and voluntarily.

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. Except as explicitly set forth in this Agreement, Employee acknowledges and agrees that Employee is not entitled to receive any severance compensation or post-termination benefits from the Company Group. Employee hereby acknowledges that without this Agreement, Employee is not otherwise entitled to the consideration listed in this [Section 1] or any other severance or separation benefits from the Company Group.

Acknowledgement. Employee agrees that he or she has read all the terms of this Agreement and understands those terms. Employee is signing this Agreement of his or her own free will in exchange for the Retention Incentive Bonus to be paid to Employee.

Acknowledgement. Each of the Parties acknowledges and agrees on its own behalf and on behalf of any of its Affiliates, that the transactions contemplated by this Agreement do not violate public policy and agrees to waive on such Party’s own behalf and on behalf of any of such Party’s

Acknowledgement. The Purchaser understands that he or she is purchasing the Shares pursuant to the terms and conditions of the Plan and the Stock Option Agreement, copies of which the Purchaser has read and understands.

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. Holder acknowledges that Holder is acquiring certain shares of the capital stock of ​ (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.

EXECUTIVE ACKNOWLEDGEMENT

Acknowledgement of Full Understanding. EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT.