. The Company has a limited financial and operating history; the investment contemplated hereby is speculative and involves a high degree of risk,

The records of the Bank with respect to employment history, salary and all other relevant matters shall be conclusive for all purposes of this Plan.

“Test Data File” means a test data file, which shall include the loan master file, the transaction history file and all other files necessary to carry out the servicing obligations hereunder.

In addition, CarGurus conducts a background investigation on all new employees, which includes, but is not limited to, previous employment, education, and criminal history. Your employment is contingent on our review of the results of such investigation.

The Participant obtains employment by misrepresenting any important fact in the documents submitted or information given to the Company such as name, age, education and employment history, etc. or while Participant misrepresents their position within the Company;

Education Information: information about education history or background that is not publicly available personally identifiable information as defined in the federal Family Educational Rights and Privacy Act (20 U.S.C. section 1232g, 34 C.F.R. Part 99). This includes, but is not limited to:

“Customer Credit Liability Reserves” means, as of any date, an amount equal to 50% (or such lesser percentage as determined by the Administrative Agent in its Reasonable Credit Judgment based on of the redemption history of the gift certificates, gift cards and merchandise credits of the Borrowers) of the Customer Credit Liabilities as reflected in the Borrowers’ books and records.

High Level of Risk & Continuing Risks and Uncertainties. He is aware that the Company's Series B Preferred Stock are speculative Investments involving an EXTREMELY HIGH LEVEL OF RISK since the Company is an early-stage company with no history of operations that carries with it continuing risks and uncertainties that are beyond the Company's control. The Series B Preferred Stock is subordinate to the claims of all existing and future creditors.

We are just beginning business operations and have as of yet developed no revenue streams. As a result, we may incur significant financial losses in the foreseeable future. There is no history upon which to base any assumption as to the likelihood that our Company will prove successful. We cannot provide investors with any assurance that our business will attract customers and investors. If we are unable to address these risks, there is a high probability that our business will fail.

Mutual Drafting. The Parties acknowledge and agree that: # this Agreement and the Ancillary Documents are the result of negotiations between the parties and will not be deemed or construed as having been drafted by any one party, # each party and its counsel have reviewed and negotiated the terms and provisions of this Agreement (including any, Exhibits and Schedules attached hereto) and the Ancillary Documents and have contributed to their revision, # the rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of this Agreement or the Ancillary Documents and # neither the drafting history nor the negotiating history of this Agreement or the Ancillary Documents may be used or referred to in connection with the construction or interpretation thereof. Notwithstanding any of the foregoing, the Company acknowledges and agrees that it will be responsible for all reasonably incurred and documented legal and accounting expenses of the Parent related to the negotiation, execution, and delivery of this Agreement and the Ancillary Documents and the payment shall be made immediately after closing for all such fees and expenses that have been presented to Sellers’ Representative by that time.