Investment Representation. The Holder hereby represents and covenants that # any share of Stock acquired pursuant to this Award shall be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; # any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and # if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation is true and correct as of the date of any sale of any such share. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that # any shareShares acquired upon the vesting of Stock acquired pursuant to thisthe Award shallwill be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws;law; # any subsequent sale of any such sharesShares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and # if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation # is true and correct as of the date of acquisition of any Shares hereunder or # is true and correct as of the date of any sale of any such share.Shares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of StockShares subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the sharesShares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation.Representations. The Holder hereby representsCompany may require any person to whom an Award is granted, as a condition of exercising such Award or receiving Stock under the Award, to give written assurances in substance and covenantsform satisfactory to the Company and its counsel to the effect that # any share ofsuch person is acquiring the Stock acquired pursuantsubject to thisthe Award shall be acquiredfor such person’s own account for investment and not with a viewany present intention of selling or otherwise distributing the same, and to such other effects as the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities ActCompany deems necessary or appropriate in order to comply with federal and any applicable state securities laws; # any subsequent sale of anylaws. Legends evidencing such shares shallrestrictions may be made either pursuant to an effective registration statement underplaced on the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration undercertificates evidencing the Securities Act and such state securities laws; and # if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation is true and correct as of the date of any sale of any such share. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.Stock.

Investment Representation. The Holder hereby representsRepresentations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and covenantswarrant at the time of any such exercise that # any share of Stock acquired pursuant to this Award shall be acquiredthe Shares are being purchased only for investment and not with a viewwithout any present intention to sell or distribute such Shares if, in the distribution thereof within the meaningopinion of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; # any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and # if requested bycounsel for the Company, the Holder shall submitsuch a written statement, in form satisfactory to the Company, to the effect that such representation is true and correct as of the date of any sale of any such share. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.required.

Investment Representation. The Holder herebyUnless the Awarded Shares are issued in a transaction registered under applicable federal and state securities laws, by his or her execution hereof, the Participant represents and covenantswarrants to the Company that # any share ofall Common Stock acquired pursuant to this Award shallwhich may be purchased and or received hereunder will be acquired by the Participant for investment purposes for his or her own account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Common Stock is issued to him or her in a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has beentransaction registered under the Securities Actapplicable federal and any applicable state securities laws; # any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuantall certificates issued with respect to the Common Stock shall bear an exemption from registrationappropriate restrictive investment legend and shall be held indefinitely, unless they are subsequently registered under the Securities Actapplicable federal and such state securities laws;laws or the Participant obtains an opinion of counsel, in form and # if requested by the Company, the Holder shall submit a written statement, in formsubstance satisfactory to the Company, to the effectCompany and its counsel, that such representationregistration is true and correct as of the date of any sale of any such share. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.not required.