Common use of Grantee Representations Clause in Contracts

Grantee Representations. The Grantee hereby represents and warrants to the Company that: 11.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof, except in compliance with the Securities Act of 1933, as amended (“1933 Act”); 11.2. he has had the opportunity to review a copy of the Plan as in effect as of the date of this Agreement; 11.3. he has had the opportunity to review a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act, within the last 24 months and all reports issued by the Company to its stockholders; 11.4. he understands that he is subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; 11.5. he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the 1933 Act or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; 11.6. in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and members of the Board and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to Section 11.3 above; 11.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and 11.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legends: “The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of March 6, 2015, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Grantee Representations. The Grantee hereby represents and warrants to the Company that: 11.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof, except in compliance with the Securities Act of 1933, as amended (“1933 Act”); 11.2. he has had the opportunity to review received a copy of the Plan as in effect as of the date of this Agreement; 11.3. he has had the opportunity to review received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act, within the last 24 months and all reports issued by the Company to its stockholders; 11.4. he understands that he is subject to the Company’s ▇I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; 11.5. he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 Act (“1933 Act”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; 11.6. in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and members directors of the Board Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to Section 11.3 above; 11.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and 11.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legends: “The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of March 6______, 20152016, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."”

Grantee Representations. The Grantee hereby represents and warrants to the Company that: 11.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof, except in compliance with the Securities Act of 1933, as amended (“1933 Act”); 11.2. he has had the opportunity to review received a copy of the Plan as in effect as of the date of this Agreement; 11.3. he has had the opportunity to review received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act, within the last 24 months and all reports issued by the Company to its stockholders; 11.4. he understands that he is subject to the Company’s ▇I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; 11.5. he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 Act (“1933 Act”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; 11.6. in his position with the CompanyCSS, he has had both the opportunity to ask questions and receive answers from the officers and members directors of the Board Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to Section 11.3 above; 11.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and 11.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendslegend: “The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” ” 11.9. As a condition for receiving any award, Grantee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this paragraph by and among CSS exclusively for implementing, administering and managing G▇▇▇▇▇▇’s participation in the Plan. CSS may hold certain personal information about Grantee to implement, manage and administer the Plan and awards, including G▇▇▇▇▇▇’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any shares held in the Company or its Parent, Subsidiaries and Affiliates; and award details, (collectively, the “Data”). The shares represented by this certificate Company and its Parent, Subsidiaries and Affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage G▇▇▇▇▇▇’s participation in the Plan, and the Company and its Subsidiaries and Affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in Grantee’s country, or elsewhere, and G▇▇▇▇▇▇’s country may have been acquired pursuant different data privacy laws and protections than the recipients’ country. By accepting an award, Grantee authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage G▇▇▇▇▇▇’s participation in the Plan, including any required Data transfer to a Stock Option Agreement dated broker or other third party with whom the Company or Grantee may elect to deposit any shares. The Data related to Grantee will be held only as long as necessary to implement, administer, and manage G▇▇▇▇▇▇’s participation in the Plan. Grantee may, at any time, view the Data that CSS holds regarding Grantee, request additional information about the storage and processing of March 6the Data regarding Grantee, 2015recommend any necessary corrections to the Data regarding Grantee or refuse or withdraw the consents in this Section 11.9 in writing, a copy of which is on file with without cost, by contacting the local human resources representative. The Company may cancel G▇▇▇▇▇▇’s ability to participate in the Plan and, in the Company’s discretion, Grantee may be required to forfeit any outstanding awards if Grantee refuses or withdraws the consents in this Section 11.9. For more information on the consequences of refusing or withdrawing consent, G▇▇▇▇▇▇ may contact the Company’s human resources representative. 11.10. G▇▇▇▇▇▇ acknowledges and agrees that the Board’s determinations under the Plan need not be uniform and may be made by it selectively among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee shall be entitled to make non-uniform and selective determinations, amendments and adjustments, and may not be transferred, pledged or disposed of except in accordance with the terms to enter into non-uniform and conditions thereofselective Award Agreements."

Grantee Representations. The Grantee hereby represents and warrants to the Company that: 11.124.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof, except in compliance with the Securities Act of 1933, as amended (“1933 Act”); 11.224.2. he has had the opportunity to review received a copy of the Plan as in effect as of the date of this Agreement; 11.324.3. he has had the opportunity to review received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act, within the last 24 months and all reports issued by the Company to its stockholders; 11.424.4. he understands that he is subject to the Company’s ▇I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; 11.524.5. he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 Act (“1933 Act”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; 11.624.6. in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and members directors of the Board Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to Section 11.3 above; 11.724.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and 11.824.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legends: “The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of March 6______, 20152016, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."”

Grantee Representations. The Grantee hereby represents and warrants to the Company that: 11.1. he (a) Grantee is acquiring the Option Restricted Stock Units and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof, except in compliance with the Securities Act of 1933, as amended (“1933 Act”); 11.2. he (b) Grantee has had the opportunity to review a copy of the Plan as in effect as of the date of this Agreement; 11.3. he has had the opportunity to review received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act, Act within the last 24 12 months and all reports issued by the Company to its stockholdersstockholders and the prospectus materials, if any, relating to the Plan; 11.4. he (c) Grantee understands that he is subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; 11.5. he understands that he Grantee must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 Act (the “Securities Act”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Securities Act; 11.6. (d) in his Grantee’s position with the Company, he Grantee has had both the opportunity to ask questions and receive answers from the officers and members other employees of the Board Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to Section 11.3 clause (b) above; 11.7. he (e) Grantee is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Securities Act or an exemption therefrom as provided herein; andtherefrom; 11.8. if, at (f) Grantee is aware of and understands that Grantee is subject to the time of issuance I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legends: “The shares represented by this certificate have been acquired for investment Company and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of March 6, 2015, has received a copy of which is on file with such policy as of the Company, and may not be transferred, pledged or disposed date of except in accordance with the terms and conditions thereof."this Agreement; and

Grantee Representations. The Grantee hereby represents and warrants to the Company that: 11.110.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof, except in compliance with the Securities Act of 1933, as amended (“1933 Act”); 11.210.2. he has had the opportunity to review received a copy of the Plan as in effect as of the date of this Agreement; 11.310.3. he has had the opportunity to review received a copy of all reports and documents required to be filed by the Parent of the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act, within the last 24 months and all reports issued by the Company to its stockholders; 11.410.4. he understands that he is subject to the Company’s ▇i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy policy, if any, and has received a copy of such policy as of the date of this Agreement; 11.510.5. he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 Act (“1933 Act”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; 11.610.6. in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and members directors of the Board Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to Section 11.3 above; 11.710.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and 11.810.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legends: “The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of March 6, 2015________, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."”

Grantee Representations. The Grantee hereby represents and warrants to the Company that: 11.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof, except in compliance with the Securities Act of 1933, as amended (“1933 Act”); 11.2. he has had the opportunity to review received a copy of the Plan as in effect as of the date of this Agreement; 11.3. he has had the opportunity to review received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act, within the last 24 months and all reports issued by the Company to its stockholders; 11.4. he understands that he is subject to the Company’s ▇I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; 11.5. he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Securities Act of 1933 Act (“1933 Act”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; 11.6. in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and members directors of the Board Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to Section 11.3 above; 11.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and 11.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legends: “The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of March 620, 20152017, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."”