Partnership Agreements. Certified copies of the partnership agreement of such Credit Party, together with all amendments thereto.

Other Agreements. You agree that in connection with the settlement of vested Units, you will execute such documents as may be necessary to become a party to any stockholder, voting or similar agreements as the Company may require.

Hedge Agreements. No repayment or prepayment of the Loans pursuant to this Section shall affect any of the Borrower’s obligations under any Hedge Agreement entered into with respect to the Loans.

Independent Agreements. The parties hereto agree that the foregoing restrictive covenants set forth herein are essential elements of this Agreement, and that, but for the agreement of Employee to comply with such covenants, Employer would not have agreed to enter into this Agreement. Such covenants by Employee shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Employee against Employer, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Employer of such covenants. Notwithstanding the foregoing, Employee’s

Award Agreements. Each Award Agreement shall either be # in writing in a form approved by the Committee and executed by the Company by an officer duly authorized to act on its behalf, or # an electronic notice in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking one or more types of Awards as the Committee may provide; in each case and if required by the Committee, the Award Agreement shall be executed or otherwise electronically accepted by the recipient of the Award in such form and manner as the Committee may require. The Committee may authorize any officer of the Company to execute any or all Award Agreements on behalf of the Company. The Award Agreement shall set forth the material terms and conditions of the Award as established by the Committee consistent with the provisions of the Plan.

In exchange for the payments and benefits promised to Executive in this Agreement, Executive agrees as follows:

Stockholder Agreements. From time to time the Company may enter into agreements pursuant to which it is required to cause its stockholders to become party to such agreements. Among other things, such agreements may include provisions that include additional restrictions on transfer, rights of first refusal and/or co-sale, the obligation to vote for directors that are designated by others, and the obligation to vote in favor of (and not exercise any dissenters or appraisal rights in respect of) and otherwise take such actions as are necessary to complete, an acquisition of the Company (whether by way of stock purchase, merger, sale of assets or otherwise). It shall be a condition to the exercise of the Option that the Participant enter into all such agreements upon request by the Company, copies of which will be provided prior to the effectiveness of the exercise.

Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement that shall specify the terms and conditions of the Award and any rules applicable thereto. An Award shall be effective only upon delivery to a Participant, either electronically or by paper means, of an Award Agreement. In the event of a conflict between the terms of the Plan and any Award Agreement, the terms of the Plan shall prevail.

Employment Agreements. Key employees of [[Organization B:Organization]] are listed on Schedule “E” herein, some of whom shall receive employment agreements from the Company with respect to their continued employment (the “Employment Agreements”). The Employment Agreements shall be consistent with such compensation and benefits as currently awarded by the Company to similarly situated personnel. Current management of [[Organization B:Organization]] shall remain in place to oversee the technology department of the business of [[Organization B:Organization]] following the Closing of the Acquisition, which shall include the current CTO of [[Organization B:Organization]] and his direct staff; provided that no key employee of [[Organization B:Organization]] will become an executive officer or director of the Company by entering into such Employment Agreements. The terms of such anticipated Employment Agreements will be circulated and agreed upon prior to the Closing, and shall specify that the foregoing key employees shall be eligible to participate in the Company’s Stock Ownership Plan (“SOP”) to provide such key employees with the opportunity to earn additional Common Stock in the Company, and the criteria of such awards shall be determined by the Company prior to the Closing.

2 Term of the Pool Agreements