Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:

The Employee hereby represents and warrants to the Company that # the execution, delivery and performance of this Agreement by the Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Employee is a party or by which he is bound, # the Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and # upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Employee, enforceable in accordance with its terms. The Employee hereby acknowledges and represents that he has consulted with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

Securities Representations. The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may then be listed. As a condition to the settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.

Executive’s Representations. Executive hereby represents, warrants and covenants to the Company that # the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, # other than this Agreement or other agreements or arrangements with the Company Group, Executive is not a party to or bound by any employment agreement, noncompete agreement, nonsolicitation agreement or confidentiality agreement with any other Person, # Executive shall not use any confidential information or trade secrets of any third party in connection with the performance of Executive’s duties hereunder, and # this Agreement constitutes a valid and binding obligation of Executive, enforceable against Executive in accordance with its terms. Executive acknowledges that Executive has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to the subject matter, time period and geographical area and that, notwithstanding such restraints, Executive will be able to make a living during the period of any such restraint. Executive hereby acknowledges and represents that Executive has had the opportunity to consult with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

Participant’s Representations. In the event the Shares have not been registered under the Securities Act, at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B to the Plan.

Investor Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

Employee Representations. Employee hereby acknowledges and agrees as follows:

Individual Representations. Individual acknowledges that the Company has received and in the future will receive confidential and/or proprietary knowledge, data, or information from Client, as defined in Section 8 of the Consulting Agreement to which this Exhibit is attached (“Confidential Client Information”) to which Individual will have access. Individual agrees to hold such Confidential Client Information in the strictest confidence and will not disclose to anyone (other than Company personnel, if any, who need to know such information in connection with their work for the Company) or use, except in connection with Individual’s work for the Company, such Confidential Client Information unless expressly authorized by an authorized officer of the Company in writing. Company acknowledges that Individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: # is made # in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and # solely for the purpose of reporting or investigating a suspected violation of law; or # is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, in the event that Individual files a lawsuit for retaliation by Company and/or Client for reporting a suspected violation of law, Individual may disclose the trade secret to Individual’s attorneys and use the trade secret information in the court proceeding, if Individual: # files any document containing the trade secret under seal; and # does not disclose the trade secret, except pursuant to court order.

Investment Representations. This Debenture has been issued subject to certain investment representations of the original [[Holder:Organization]] set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.