[ ] 2014 EQUITY COMPENSATION PLAN

AWARD AGREEMENT

SUMMARY AND SIGNATURE PAGE

This Award Agreement dated as of [ ], 2014 (the Grant Date) is entered into by and between
[ ] (the Company) and the undersigned Participant and consists of this Summary and
Signature Page and the Terms and Conditions attached hereto as Exhibit 1 (collectively, the
Agreement). All terms that are capitalized, but not defined, in the Agreement shall have the
meanings ascribed to them in the Companys 2014 Equity Compensation Plan (the Plan). The
Agreement constitutes an Award (as defined in the Plan).

The Company hereby grants to the undersigned Participant this Award which provides the
Participant the opportunity to receive the Units of the Company described below, subject to the
terms and conditions of the Plan and this Agreement, as follows:

Date of Grant: [ ], 2014
Number of Units: 61,200
Exercise Price: $0.59

Restriction Period: This Award is subject to a substantial risk of forfeiture, but will vest as to the
Units Subject to the Award identified above (the Vesting Schedule) as follows:

(A) The Units subject to the Award shall vest over a period of four years beginning as of the
Date of Grant as follows:

Date of Vesting Vested Percentage on the Date of Vesting
25%
50%
75%
100%

(B) Notwithstanding the foregoing, the Award shall become fully vested on death, Disability
or Change of Control and the Restriction Period shall lapse.

In consideration of the mutual agreements of the Company and the Participant set forth in
the Agreement and the Plan, and other good and valuable consideration, the receipt and
sufficiency are hereby acknowledged, the Company and the Participant hereby agree to all of the
terms and conditions of the Plan and the Agreement, and the Participant agrees to be specifically
bound by all such rights, obligations, liabilities and restrictions provided in the that certain
Amended and Restated Operating Agreement for [ ] as in effect on the Effective
Date, and as amended and/or restated from time to time.



IN WITNESS WHEREOF, the Company and the Participant have duly executed the
Agreement as of the Effective Date.

[COMPANY]

By:_____________________________
Name:


PARTICIPANT:


Printed Name of Participant


Signature of Participant




Address of Participant


EXHIBIT 1

TERMS AND CONDITIONS

[ ] (the Company) and the Participant acknowledge and agree that by signing the Summary
and Signature Page (the Summary and Signature Page) to which this Exhibit 1 Terms and
Conditions is attached, the Company and the Participant agree to all of the provisions contained
in these Terms and Conditions.

1. Grant of Award. As set forth in the Summary and Signature Page, the Company hereby
grants to the Participant an Award which provides the Participant an opportunity to
receive the Units (the Securities) set forth and described on the Summary and Signature
Page, subject to the terms and conditions of the Companys 2014 Equity Compensation
Plan (the Plan), which is incorporated herein by reference and has been provided to
Participant. In the event of a conflict between the terms and conditions of the Plan and
the Agreement, the terms and conditions of the Plan shall prevail.
2. Lock-Up Period. The Participant hereby agrees that, if so requested by the Company or
any representative of the underwriters (the "Managing Underwriter") in connection with
any registration of the offering of any securities of the Company under the Securities Act
of 1933, as amended (the Securities Act), the Participant shall not sell or otherwise
transfer any Securities or other securities of the Company during the 180-day period (or
such other period as may be requested in writing by the Managing Underwriter and
agreed to in writing by the Company) (the "Market Standoff Period") following the
effective date of a registration statement of the Company filed under the Securities Act.
The Company may impose stop-transfer instructions with respect to securities subject to
the foregoing restrictions until the end of such Market Standoff Period.
3. Non-Transferability of Award. This Agreement and the Award may not be transferred in
any manner. The terms of the Plan and the Agreement shall be binding upon the proper
executors, guardians, estate representative, attorneys-in-fact, heirs, successors and assigns
of the Participant.
4. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The
Plan and the Agreement constitute the entire agreement of the Company and the
Participant with respect to the subject matter hereof and thereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Participant with
respect to the subject matter hereof and thereof, and may not be modified so as to
materially impair the rights of the Participant except by means of a writing signed by the
Company and the Participant. The Agreement is governed by the laws of Delaware.
5. No Guarantee of Continued Service. THE PARTICIPANT ACKNOWLEDGES AND
AGREES THAT THE VESTING OF UNITS PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A DIRECTOR,
OFFICER, EMPLOYEE, CONSULTANT OR OTHER SERVICE PROVIDER OF THE
COMPANY AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF
BEING HIRED, ENGAGED OR RETAINED, BEING GRANTED THIS AWARD OR


ACQUIRING UNITS HEREUNDER). THE PARTICIPANT FURTHER
ACKNOWLEDGES AND AGREES THAT THE AGREEMENT, THE
TRANSACTIONS CONTEMPLATED UNDER THE AGREEMENT AND THE
VESTING SCHEDULE SET FORTH IN THE AGREEMENT DO NOT CONSTITUTE
AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT,
DIRECTORSHIP, MEMBERSHIP, OFFICERSHIP OR ENGAGEMENT FOR THE
DURATION OF THE VESTING SCHEDULE, FOR ANY PERIOD, OR AT ALL, AND
SHALL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT'S RIGHT OR
THE COMPANY'S RIGHT TO TERMINATE THE PARTICIPANT'S EMPLOYMENT,
DIRECTORSHIP, MEMBERSHIP, OFFICERSHIP OR ENGAGEMENT WITH THE
COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.
6. Compliance With Section 409A. Awards under the Plan (such as the Agreement) are
intended to qualify under the exceptions from Section 409A of the Code (Section
409A), as set forth in the regulations thereunder. If any Award under the Plan (such as
the Agreement) would be considered deferred compensation under Section 409A (after
taking into account any applicable exemptions) or an Award fails to meet the
requirements of Section 409A, neither the Company, the Administrator, the Director nor
any of the Companys Affiliates shall have any liability to the Participant or the
Participants estate for any tax, penalty or interest imposed on the Participant or the
Participants estate by Section 409A, and the Participant and the Participants estate shall
have no recourse against the Company, the Administrator, the Directors or any of the
Companys Affiliates for payment of any such tax, penalty or interest imposed by Section
409A.
7. Certain Acknowledgements. By executing and delivering the Summary and Signature
Page, the Participant acknowledges receipt of a copy of the Plan and the Agreement and
represents that the Participant understands all provisions of the Plan and the Agreement,
and hereby accepts the Award and the Agreement subject to all of the terms and
provisions of the Plan and the Agreement. The Participant has reviewed the Plan and the
Agreement in their entirety and has had an opportunity to obtain the advice of counsel
prior to executing the Agreement. The Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any
questions arising under the Plan or the Agreement. The Participant further agrees to
notify the Company upon any change in the residence address indicated on the Summary
and Signature Page.


EXHIBIT A
INVESTMENT REPRESENTATION STATEMENT
PARTICIPANT:
COMPANY: [ ]
SECURITY: Units (the Securities)
AMOUNT: 61,200
DATE: [ ], 2014
Reference is made to: (1) the [ ] 2014 Equity Compensation Plan (the Plan), sponsored by [
] (the Company); and (2) that certain Award Agreement with a Date of Grant of [ ], 2014 by
and between the Company and the undersigned Participant (the Agreement).

In connection with the issuance of the Securities described above, and pursuant to the Plan and
the Agreement, the undersigned Participant represents and warrants to the Company the
following:
a. The Participant is aware of the Company's business affairs and financial condition and
has acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. The Participant is acquiring the
Securities for investment for the Participant's own account only and not with a view to, or
for resale in connection with, any "distribution" thereof within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").
b. The Participant acknowledges and understands that the Securities constitute "restricted
securities" under the Securities Act and have not been registered under the Securities Act
in reliance upon a specific exemption therefrom, which exemption depends upon, among
other things, the bona fide nature of the Participant's investment intent as expressed
herein. In this connection, the Participant understands that, in the view of the Securities
and Exchange Commission, the statutory basis for such exemption may be unavailable if
the Participant's representation was predicated solely upon a present intention to hold
these Securities for the minimum capital gains period specified under tax statutes, for a
deferred sale, for or until an increase or decrease in the market price of the Securities, or
for a period of one year or any other fixed period in the future. The Participant further
understands that the Securities must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such registration is available.
The Participant further acknowledges and understands that the Company is under no
obligation to register the Securities.
c. The Participant is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public resale of
"restricted securities" held by an affiliate or a person who acquired the securities, directly
or indirectly, from the issuer thereof in a non-public offering subject to the satisfaction of


certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the
time of the grant of the Award to the Participant, the issuance of Units by the Company to
the Participant will be exempt from registration under the Securities Act. In the event the
Company becomes subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), ninety (90) days
thereafter (or such longer period as any market stand-off agreement may require) the
Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of
the conditions specified by Rule 144, including: (i) the resale being made through a
broker in an unsolicited "broker's transaction" or in transactions directly with a market
maker (as said term is defined under the Securities Exchange Act); and, in the case of an
affiliate; (ii) the availability of certain public information about the Company; (iii) the
amount of Securities being sold during any three month period not exceeding the
limitations specified in Rule 144(e); and (iv) the timely filing of a Form 144, if
applicable.
In the event that the Company does not qualify under Rule 701 at the time of grant of the
Award and the Company is not subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the resale to occur
not less than one year after the date the Securities were acquired by the Participant from
the Company; and, if the Participant is deemed to be an affiliate at the time of the
proposed resale of the Securities, then the Participant may only resell the Securities under
Rule 144 if the Participant satisfies the conditions set forth in clauses (i), (ii), (iii) and (iv)
of the paragraph immediately above.
d. The Participant further understands that in the event all of the applicable requirements of
Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with
Regulation A, or some other registration exemption will be required; and that,
notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the
Securities and Exchange Commission has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and otherwise than
pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that
an exemption from registration is available for such offers or sales, and that such persons
and their respective brokers who participate in such transactions do so at their own risk.
The Participant understands that no assurances can be given that any such other registra-
tion exemption will be available in such event.
e. In addition the applicable securities law restrictions on resale, the Operating Agreement
(as defined in the Plan) provides additional sale restrictions and such restrictions are fully
incorporated by reference herein.
f. By executing and delivering this Investment Representation Statement, the Participant
represents and warrants that the Participant: (i) has reviewed the Operating Agreement,
the Plan and the Agreement in their entirety and has had an opportunity to obtain the
advice of counsel prior to executing this Investment Representation Statement and
receiving the Securities which are the subject hereof; and (ii) understands that the


Securities are subject to the provisions of the Operating Agreement, the Plan and the
Agreement.
All terms that are capitalized, but not defined, in this Investment Representation Statement shall
have the meanings ascribed to them in the Plan and the Agreement.
[Signature appears on next page.]



PARTICIPANT:


Printed Name of Participant


Signature of Participant




Address of Participant


Date