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 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.