Common use of Grantee Representations Clause in Contracts

Grantee Representations. In connection with any issuance of shares of Stock upon settlement of Restricted Stock Units under this Agreement, the Grantee hereby represents and warrants to the Company as follows (to the extent applicable): (i) The Grantee is purchasing the shares of Stock for the Grantee’s own account for investment only, and not for resale or with a view to the distribution thereof. (ii) The Grantee has had such an opportunity as they have deemed adequate to obtain from the Company such information as is necessary to permit him or her to evaluate the merits and risks of the Grantee’s investment in the Company and has consulted with the Grantee’s own advisers with respect to the Grantee’s investment in the Company. (iii) The Grantee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase. The Grantee will review with their own tax and legal advisors the consequences of this Award and the transactions contemplated by this Agreement and shall rely solely on such advice. The Grantee is not relying on any advice or representations of the Company or its agents. (iv) The Grantee can afford a complete loss of the value of the shares of Stock and is able to bear the economic risk of holding such shares of Stock for an indefinite period. (v) The Grantee understands that the shares of Stock are not registered under the Securities Act (it being understood that the shares of Stock are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act 3 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirements thereof). The Grantee further acknowledges that certificates representing the shares of Stock will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated shares of Stock will include similar restrictive notations. (vi) The Grantee has read and understands the Plan and acknowledges and agrees that the shares of Stock are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan. (vii) The Grantee understands and agrees that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan. (viii) The Grantee understands and agrees that the Grantee may not sell or otherwise transfer or dispose of the shares of Stock for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan.

Grantee Representations. In connection The Grantee shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by Holdings or the Company for compliance with applicable laws, and any issuances of Incentive Units by the Company and any issuance of shares Corresponding Holdings Units by Holdings hereunder shall be made in reliance upon the express representations and warranties of Stock upon settlement the Grantee: (a) The execution, delivery and performance by the Grantee of Restricted Stock Units under this AgreementUnit Agreement and the consummation of the transactions contemplated hereby do not and will not (with or without the giving of notice, the Grantee hereby represents and warrants to the Company as follows (to the extent applicable): lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (i) The any applicable law, rule or regulation or (ii) any contract or agreement to which the Grantee is purchasing a party or by which the shares Grantee or any of Stock for the Grantee’s own account for investment only, and not for resale properties or with a view to the distribution thereofassets may be bound or affected. (iib) The Grantee has had such an opportunity as they have deemed adequate all requisite legal capacity and authority to obtain from the Company such information as is necessary to permit him or her to evaluate the merits and risks of the Grantee’s investment in the Company and has consulted with the Grantee’s own advisers with respect to the Grantee’s investment in the Company. (iii) The Grantee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase. The Grantee will review with their own tax and legal advisors the consequences of this Award and carry out the transactions contemplated by this Unit Agreement and shall rely solely on such advice. The Grantee is not relying on any advice or representations of the Company or its agentsLLC Agreement. (ivc) The Incentive Units must be held indefinitely and Grantee can afford a complete loss of the value of the shares of Stock and is able must continue to bear the economic risk of holding the investment in the Incentive Units unless the offer and sale of such shares of Stock for an indefinite period. (v) The Grantee understands that the shares of Stock Incentive Units are not subsequently registered under the Securities Act and all applicable state security laws or an exemption from such registration available (or otherwise provided in the LLC Agreement). (d) The Grantee is acquiring and will hold the Incentive Units to be issued hereunder for investment for the Grantee’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (e) The Grantee has been advised that the Incentive Units to be issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of such Incentive Units is to be effected (it being understood understood, however, that the shares of Stock such Incentive Units are being issued and sold in reliance on the an exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective from registration statement under the Securities Act 3 and under any applicable state securities or “blue sky” laws (or exemptions from laws). In connection with the registration requirements thereof)foregoing, Holdings and the Company are relying in part on the Grantee’s representations set forth in this Section 6.3 and the representations included in the Supplemental Provisions, if any. The Grantee further acknowledges and understands that certificates representing the shares of Stock will bear restrictive legends reflecting Company and Holdings are under no obligation hereunder to register the foregoing and/or that book entries for uncertificated shares of Stock will include similar restrictive notationsIncentive Units to be issued hereunder. (vif) The Grantee is aware of the adoption of Rule 144 by the United States Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Grantee acknowledges that the Grantee is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company and Holdings have no plans to satisfy these conditions in the foreseeable future. (g) The Grantee will not Transfer the Incentive Units in violation of this Unit Agreement, the LLC Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws; provided that, the foregoing shall in no way limit the Grantee’s ability to Transfer the Incentive Units pursuant to the provisions of the LLC Agreement. The Grantee agrees that the Grantee will not Transfer the Incentive Units to be issued hereunder unless and until the Grantee has complied with all requirements of this Unit Agreement, or the LLC Agreement applicable to the disposition of such Incentive Units. (h) The Grantee has read had the opportunity to ask questions and understands receive answers from the Plan Company and acknowledges Holdings concerning the terms and agrees conditions of the issuance of the Incentive Units and to obtain any additional information which the Company or Holdings possesses or can acquire without unreasonable effort or expense that the shares of Stock are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the PlanGrantee has requested. (viii) The Grantee understands is an experienced and agrees sophisticated investor and has such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Incentive Units. The Grantee is aware that the Company Incentive Units are a speculative investment that has a right of first refusal with respect limited liquidity and is subject to the Shares pursuant risk of complete loss. The Grantee is able, without impairing the Grantee’s financial condition, to Section 9(b) hold the Incentive Units to be issued hereunder for an indefinite period and to suffer a complete loss of the PlanGrantee’s investment in such Incentive Units. (viiij) The Grantee understands has only relied on the advice of, or has consulted with, the Grantee’s own legal, financial and agrees that tax advisors, and the determination of the Grantee to acquire the Incentive Units pursuant to this Unit Agreement has been made by the Grantee independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of Holdings, the Company or any of their respective Subsidiaries which may not sell have been made or otherwise transfer given by any other Person (including all Persons acquiring Incentive Units on the date hereof) or dispose by any agent or employee of such Person and independent of the shares fact that any other Person has decided to become a holder of Stock for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the PlanIncentive Units.

Grantee Representations. In connection The Grantee shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by Chloe or the Company for compliance with applicable laws, and any issuances of Incentive Units by the Company and any issuance of shares Corresponding Chloe Units by Chloe hereunder shall be made in reliance upon the express representations and warranties of Stock upon settlement the Grantee: (a) The execution, delivery and performance by the Grantee of Restricted Stock Units under this AgreementUnit Agreement and the consummation of the transactions contemplated hereby do not and will not (with or without the giving of notice, the Grantee hereby represents and warrants to the Company as follows (to the extent applicable): lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (i) The any applicable law, rule or regulation or (ii) any contract or agreement to which the Grantee is purchasing a party or by which the shares Grantee or any of Stock for the Grantee’s own account for investment only, and not for resale properties or with a view to the distribution thereofassets may be bound or affected. (iib) The Grantee has had such an opportunity as they have deemed adequate all requisite legal capacity and authority to obtain from the Company such information as is necessary to permit him or her to evaluate the merits and risks of the Grantee’s investment in the Company and has consulted with the Grantee’s own advisers with respect to the Grantee’s investment in the Company. (iii) The Grantee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase. The Grantee will review with their own tax and legal advisors the consequences of this Award and carry out the transactions contemplated by this Unit Agreement, the LLC Agreement and shall rely solely on such advice. The Grantee is not relying on any advice or representations of the Company or its agentsChloe LLC Agreement. (ivc) The Incentive Units and Corresponding Chloe Units must be held indefinitely and Grantee can afford a complete loss of the value of the shares of Stock and is able must continue to bear the economic risk of holding the investment in the Incentive Units and the Corresponding Chloe Units unless the offer and sale of such shares of Stock for an indefinite period. (v) The Grantee understands that the shares of Stock Incentive Units and Corresponding Chloe Units are not subsequently registered under the Securities Act and all applicable state security laws or an exemption from such registration available (or otherwise provided in the LLC Agreement and the Chloe LLC Agreement). (d) The Grantee is acquiring and will hold the Incentive Units to be issued hereunder for investment for the Grantee’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (e) The Grantee has been advised that the Incentive Units and the Corresponding Chloe Units to be issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of such Incentive Units or Corresponding Chloe Units is to be effected (it being understood understood, however, that the shares of Stock such Incentive Units and Corresponding Chloe Units are being issued and sold in reliance on the an exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective from registration statement under the Securities Act 3 and under any applicable state securities or “blue sky” laws (or exemptions from laws). In connection with the registration requirements thereof)foregoing, Chloe and the Company are relying in part on the Grantee’s representations set forth in this Section 6.3. The Grantee further acknowledges and understands that certificates representing the shares of Stock will bear restrictive legends reflecting Company and Chloe are under no obligation hereunder to register the foregoing and/or that book entries for uncertificated shares of Stock will include similar restrictive notationsIncentive Units or the Corresponding Chloe Units to be issued hereunder. (vif) The Grantee is aware of the adoption of Rule 144 by the United States Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Grantee acknowledges that the Grantee is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company and Chloe have no plans to satisfy these conditions in the foreseeable future. (g) The Grantee will not Transfer the Incentive Units in violation of this Unit Agreement, the LLC Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws; provided that, the foregoing shall in no way limit the Grantee’s ability to Transfer the Incentive Units pursuant to the provisions of the LLC Agreement. The Grantee agrees that the Grantee will not Transfer the Incentive Units to be issued hereunder unless and until the Grantee has complied with all requirements of this Unit Agreement, or the LLC Agreement applicable to the disposition of such Incentive Units. (h) The Grantee has read had the opportunity to ask questions and understands receive answers from the Plan Company and acknowledges Chloe concerning the terms and agrees conditions of the issuance of the Incentive Units and Corresponding Chloe Units and to obtain any additional information which the Company or Chloe possesses or can acquire without unreasonable effort or expense that the shares of Stock are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the PlanGrantee has requested. (viii) The Grantee understands and agrees that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(bis an “accredited investor” as defined in Rule 501(a)(6) of Regulation D of the PlanSecurities Act as the result of having (i) individual income in excess of $200,000 in each of 2016 and 2017, or joint income with Grantee’s spouse in excess of $300,000 in each of 2016 and 2017, and (ii) a reasonable expectation of having individual income in excess of $200,000 in 2018, or joint income with Grantee’s spouse in excess of $300,000 in 2018. (viiij) The Grantee understands is an experienced and agrees sophisticated investor and has such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Incentive Units and the Corresponding Chloe Units. The Grantee is aware that the Incentive Units and the Corresponding Chloe Units are a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Grantee may not sell or otherwise transfer or dispose is able, without impairing the Grantee’s financial condition, to hold the Incentive Units and the Corresponding Chloe Units to be issued hereunder for an indefinite period and to suffer a complete loss of the shares Grantee’s investment in such Incentive Units and Corresponding Chloe Units. (k) The Grantee has only relied on the advice of, or has consulted with, the Grantee’s own legal, financial and tax advisors, and the determination of Stock for a period of time following the effective date of a public offering Grantee to acquire the Incentive Units and the Corresponding Chloe Units pursuant to this Unit Agreement has been made by the Company Grantee independent of any statements or opinions as described in Section 9(fto the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of Chloe, the PlanCompany or any of their respective Subsidiaries which may have been made or given by any other Person (including all Persons acquiring Incentive Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a holder of Incentive Units.

Grantee Representations. In connection The Grantee represents to the Company the following: 6.1. The Grantee acknowledges that the Grantee has received, read and understood the Plan and the Agreement and agrees to abide by and be bound by their terms and conditions. 6.2. The Grantee understands that the Restricted Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to receive the Restricted Shares. All of the information which the Grantee has provided to the Company is true, correct and complete as of the date this Agreement is signed. 6.3. If, at the time of grant of the Restricted Shares, there does not exist a registration statement under the Securities Act, which registration statement shall have become effective and is current with any issuance of shares of Stock upon settlement of respect to the Restricted Stock Units under this AgreementShares, the Grantee hereby represents and warrants acknowledges that the Restricted Shares to be issued to the Grantee must be held indefinitely unless subsequently registered and qualified under the Securities Act, or unless an exemption from registration and qualification is otherwise available. 6.4. The Grantee acknowledges that the Restricted Shares may be subject to such restrictions, conditions or limitations as the Company determines appropriate as follows (to the extent applicable):timing and manner of any resales by the Grantee or other subsequent transfers by the Grantee of any Restricted Shares, including without limitation (a) restrictions under an ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by the Grantee, and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers. (i) 6.5. The Grantee is purchasing the shares of Stock Restricted Shares for the Grantee’s own account for investment only, and not for resale or with a view to the resale or distribution thereof. (ii) The . At no time was the Grantee has had such an opportunity as they have deemed adequate to obtain from presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the Company such information as is necessary to permit him or her to evaluate the merits offer, sale and risks issue of the Grantee’s investment in the Company and has consulted with the Grantee’s own advisers with respect to the Grantee’s investment in the Company. (iii) The Grantee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase. The Grantee will review with their own tax and legal advisors the consequences of this Award and the transactions contemplated by this Agreement and shall rely solely on such adviceRestricted Shares. The Grantee is not relying on any advice or representations required to be registered as a broker-dealer under Section 15 of the Company or its agentsExchange Act and is not affiliated with any broker-dealer registered under Section 15 of the Exchange Act. 6.6. If the Grantee is a U.S. Person (ivas such term is defined in Rule 902(k) The of Regulation S (as defined below)), at the time the Grantee can afford a complete loss was offered the Restricted Shares, the Grantee was, and at the date hereof is, an “accredited investor” as defined in Rule 501(a) under the Securities Act, and has initialed the category of Accredited Investor applicable to the value of Grantee on the shares of Stock and is able Grantee Questionnaire attached as Exhibit A to bear the economic risk of holding such shares of Stock for an indefinite periodthis Agreement. 6.7. If the Grantee is not a U.S. Person (vas such term is defined in Rule 902(k) The of Regulation S), the Grantee shall initial the category for foreign persons on the Grantee Questionnaire attached as Exhibit A to the Agreement and the Grantee: (a) is familiar with and understands that the shares of Stock are not registered terms and conditions and requirements contained in Regulation S promulgated under the Securities Act (it being understood “Regulation S”), and specifically, without limitation, the Grantee understands that the shares of Stock are being issued and sold in reliance on statutory basis for the exemption provided claimed for the sale of the Restricted Shares would not be present if the sale, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act; (b) acknowledges that the certificate(s) or book entry account representing or evidencing the Restricted Shares contain a customary restrictive legend restricting the offer, sale or transfer of any Restricted Shares except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; (c) represents that the offer to purchase the Restricted Shares was made to the Grantee outside of the United States, and the Grantee was, at the time of the offer and will be, at the time of the sale and is now, outside the United States; (d) has not engaged in or directed any unsolicited offers to purchase Restricted Shares in the United States; (e) is neither a U.S. Person nor a Distributor (as such term is defined in Rule 701 thereunder902(d) of Regulation S); and (f) agrees that any subsequent offer for sale or sale of any applicable state securities or “blue sky” laws and may not such Restricted Shares shall be sold or otherwise transferred or disposed of in the absence of an effective made pursuant to either (i) a registration statement under the Securities Act 3 Act, which registration statement shall have become effective and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirements thereof). The Grantee further acknowledges that certificates representing the shares of Stock will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated shares of Stock will include similar restrictive notations. (vi) The Grantee has read and understands the Plan and acknowledges and agrees that the shares of Stock are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan. (vii) The Grantee understands and agrees that the Company has a right of first refusal shall be current with respect to the Restricted Shares pursuant to Section 9(bbeing offered and sold, or (ii) an exemption from the registration statement requirements of the Plan. Securities Act, including the provisions of Regulation S, provided that Grantee is not a U.S. Person, is not acquiring the Restricted Shares for the account or benefit of a U.S. Person, is the sole beneficial owner of the Restricted Shares and has not pre-arranged any sale with an investor in the United States, will resell the Restricted Shares only in accordance with the provisions of Regulation S and will not engage in any hedging transactions with regard to the Restricted Shares unless in compliance with the Securities Act, but in claiming the exemption in (viii) The Grantee understands and agrees that ii), the Grantee may not sell shall, prior to any offer for sale or otherwise transfer sale of such Restricted Shares, obtain a favorable written opinion from counsel for or dispose of the shares of Stock for a period of time following the effective date of a public offering reasonably approved by the Company as described in Section 9(f) to the applicability of such exemption, and the certificate evidencing such Restricted Shares shall bear an additional legend to the effect of the Planforegoing substantially as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF OTHER THAN IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM THE REGISTRATION STATEMENT REQUIREMENTS OF THE SECURITIES ACT, INCLUDING THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES TO THE EXTENT PERMITTED BY APPLICABLE FEDERAL AND STATE SECURITIES LAWS.”

Grantee Representations. In connection with any issuance of shares of Stock upon settlement of Restricted Stock Units under this Agreement, the Grantee hereby represents and warrants to the Company as follows (to the extent applicable): (i) The Grantee is purchasing the shares of Stock for the Grantee’s own account for investment only, and not for resale or with a view to the distribution thereof. (ii) The Grantee has had such an opportunity as they have he or she has deemed adequate to obtain from the Company such information as is necessary to permit him or her to evaluate the merits and risks of the Grantee’s investment in the Company and has consulted with the Grantee’s own advisers with respect to the Grantee’s investment in the Company. (iii) The Grantee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase. The Grantee will review with their own tax and legal advisors the consequences of this Award and the transactions contemplated by this Agreement and shall rely solely on such advice. The Grantee is not relying on any advice or representations of the Company or its agents. (iv) The Grantee can afford a complete loss of the value of the shares of Stock and is able to bear the economic risk of holding such shares of Stock for an indefinite period. (v) The Grantee understands that the shares of Stock are not registered under the Securities Act (it being understood that the shares of Stock are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act 3 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirements thereof). The Grantee further acknowledges that certificates representing the shares of Stock will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated shares of Stock will include similar restrictive notations. (vi) The Grantee has read and understands the Plan and acknowledges and agrees that the shares of Stock are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan. (vii) The Grantee understands and agrees that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan. (viii) The Grantee understands and agrees that the Grantee may not sell or otherwise transfer or dispose of the shares of Stock for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan.