Landlord Representations. Landlord represents and warrants to Tenant that # no third party consent is required for the execution and performance of this Agreement by Landlord, # to Landlord’s actual knowledge, on the effective date hereof, Tenant is not in default under the Lease and Landlord has no claims against Tenant, # Landlord has the full right and authority to enter into this Agreement and the transactions contemplated herein and the person signing this Agreement and any other document or instrument contemplated hereby on behalf of Landlord is duly authorized to do so, and # this Agreement and all other documents to be executed by Tenant landlord in connection herewith are legal, valid, and binding obligations of Landlord and are enforceable against Landlord in accordance with their respective terms. Landlord acknowledges that Tenant is relying on the foregoing representations and warranties in entering into this Agreement and that such representations shall survive the termination of the Lease.

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. 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.

Specified Representations. Each of the Specified Representations made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Closing Date as if made on and as of such date, except to the extent any such Specified Representation expressly relates to an earlier date, in which case, each such Specified Representation shall have been true and correct in all material respects (or in all respects if qualified by materiality) as of the applicable earlier date.

Executive’s Representations. Executive hereby represents and warrants to the Company that: # Executive has the legal capacity to enter into and perform this Agreement; # the execution, delivery and performance of this Agreement by Executive does 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; # Executive is not subject to or bound by any employment or severance agreement with, or any non-compete, non-solicit, confidentiality or other restrictive agreement with or restrictive covenant to, any other Person that shall prevent, restrict, or otherwise interfere with Executive’s employment with the Company or the performance of Executive’s duties hereunder; and # upon the execution and delivery of this Agreement by the Company, this Agreement shall be a valid and binding obligation of Executive, enforceable against Executive in accordance with the terms of this Agreement. Executive agrees to indemnify, defend and hold harmless the Company and its respective employees, officers, directors, managers, partners, stockholders, members, successors, and assigns from and against and be liable for all damages sustained or incurred by any such Person to the extent caused by, arising out of, resulting from or attributable to a breach or any inaccuracy of Executive’s representations and warranties under this Section 8.

The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

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.

Securities Representations. The grant of the Award and the issuance of shares of Stock pursuant hereto shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No 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 grant 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.

Investment 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.

Employee Representations. Employee hereby represents and acknowledges to the Company that: