Common use of Holder Representations Clause in Contracts

Holder Representations. The Holder hereby represents and warrants to the Company that: (a) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (b) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 12 months and all reports issued by the Company to its stockholders and the prospectus materials, if any, relating to the Plan; (c) he or she understands that he or she 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 (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 Securities Act; (d) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and other employees of the 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 clause (b) above; (e) he or she 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 Securities Act or an exemption therefrom as provided herein; (f) he or she is aware of and understands that he or she is subject to the Ixxxxxx Xxxxxxx Policy of the Company and has received a copy of such policy as of the date of this Agreement; and (g) he or she acknowledges that he or she has been informed of the applicable provisions of Rule 144 promulgated under the Securities Act, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (ii) the Company must be at the time of sale and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three month period must not exceed the volume limitations contained in Rule 144; and (v) prior notice of an intended sale must be fully filed with the Securities and Exchange Commission in the manner prescribed by law. He or she realizes that, in the event Rule 144 is not available, registration under the Securities Act or an exemption therefrom will be required for any sale and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, he or she understands that, if the terms and conditions of Rule 144 are not fully met, sale of the shares acquired hereby may not be readily possible.

Holder Representations. The Holder hereby represents and warrants to the Company that: (ai) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (bii) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 12 months and all reports issued by the Company to its stockholders and the prospectus materials, if any, relating to the Plan; (c) he or she understands that he or she must bear the economic risk of the investment invest­ment in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 1933, as amended (the "“Securities Act") ”), or an exemption therefrom is available thereunder and that the Company is under no obligation obli­gation to register the Option Shares for sale under the Securities Act; (diii) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and other employees directors of the Company and all persons acting act­ing on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information informa­tion to the extent the Company possesses or may possess such information infor­mation or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (b) aboveexpense; (eiv) he or she 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 Securities Act or an exemption therefrom as provided herein; (f) he or she is aware of and understands that he or she is subject to the Ixxxxxx Xxxxxxx Policy of the Company and has received a copy of such policy as of the date of this Agreement; and (g) he or she acknowledges that he or she has been informed of the applicable provisions of Rule 144 promulgated under the Securities Act, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (iiv) the Company must be at certificates evidencing the time of sale and for a specified prior period a reporting company under Shares shall bear the Exchange Act of 1934 and current in its filings thereunder; following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM UNDER SAID ACT.” (iii) sale must occur in a customary sale through a broker; (ivvi) the number of shares which may be sold within any three month period must not exceed certificates evidencing the volume limitations contained in Rule 144; and (v) prior notice of an intended sale must be fully filed with Restricted Shares shall also bear the Securities and Exchange Commission in the manner prescribed by law. He or she realizes thatfollowing legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A RESTRICTED STOCK AGREEMENT, in the event Rule 144 is not availableA COPY OF WHICH IS ON FILE WITH THE COMPANY, registration under the Securities Act or an exemption therefrom will be required for any sale and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. AccordinglyAND MAY NOT BE TRANSFERRED, he or she understands that, if the terms and conditions of Rule 144 are not fully met, sale of the shares acquired hereby may not be readily possiblePLEDGED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS THEREOF.”

Holder Representations. The Holder hereby represents and warrants to of this Warrant, by acceptance hereof, acknowledges that this Warrant is being issued by the Company thatin reliance upon the following representations of the Holder: (a) he the Holder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate power and authority to enter into and to consummate the transactions contemplated by the Warrant and otherwise to carry out its obligations hereunder; (b) that as of the date hereof, the Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act and such Holder has such experience in business and financial matters that it is capable of evaluating the merits and risks of the Warrant. The Holder acknowledges that returns based upon the Warrant are speculative and involve a high degree of risk; (c) the Holder is not acquiring the Warrant as a result of any advertisement, article, notice, meeting or she other communication regarding the Warrant published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement; (d) the Holder acknowledges that it has the information (or access to such information) with respect to the Company that is necessary for it to make the decision to acquire the Warrant and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Warrant and the merits and risks of acquiring the Warrant; (ii) information or access to information about the Company and its subsidiaries as disclosed in the Company’s filings with the Commission and their respective financial conditions, results of operations, business, properties, management and prospects sufficient to enable it to evaluate the Warrant; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without reasonable effort or expense that is necessary to make an informed decision with respect to the Warrant; (e) the Holder has independently evaluated the merits of its decision to acquire the Warrant and such Holder confirms that it has not relied on the advice of any business or legal counsel in making such decision; (f) the Holder is acquiring the Option and shall acquire the Option Shares Warrant as principal for his or her its own account and not with a view towards to or for distributing or reselling this Warrant, any part thereof, or any Warrant Shares, without prejudice, however, to the distribution thereofHolder’s right at all times to sell or otherwise dispose of all or any part of the Warrant in compliance with applicable federal and state securities laws. The Holder is acquiring this Warrant in the ordinary course of its business. The Holder does not have any agreement or understanding, directly or indirectly, with any person to distribute this Warrant or any portion hereof; (bg) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 12 months and all reports issued by the Company to its stockholders and the prospectus materials, if any, relating to the Plan; (c) he or she Holder understands that he or she the Warrant and any Warrant Shares must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her held indefinitely unless they are registered under the Securities Act of 1933 (the "Securities Act") or an exemption therefrom from registration is available thereunder available. The Holder acknowledges that it is familiar with Rule 144 and that the Company is such Xxxxxx has been advised that Rule 144 permits resales only under no obligation to register the Option Shares for sale under the Securities Act; (d) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and other employees of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information certain circumstances. The Holder understands that to the extent the Company possesses or may possess that Rule 144 is not available, such information or can acquire it without unreasonable effort or expense necessary Holder will be unable to verify the accuracy sell any portion of the information obtained pursuant to clause (b) above; (e) he Warrant or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Warrant Shares in the absence of without either registration under the Securities Act or an the existence of another exemption therefrom as provided herein;from such registration requirement. (fh) he or she is aware of and the Holder understands that he or she the Warrant is subject to being offered and issued in reliance on a transactional exemption from the Ixxxxxx Xxxxxxx Policy registration requirements of the Company federal and has received a copy of such policy as of the date of this Agreement; and (g) he or she acknowledges that he or she has been informed of the applicable provisions of Rule 144 promulgated under the Securities Act, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (ii) the Company must be at the time of sale and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three month period must not exceed the volume limitations contained in Rule 144; and (v) prior notice of an intended sale must be fully filed with the Securities and Exchange Commission in the manner prescribed by law. He or she realizes that, in the event Rule 144 is not available, registration under the Securities Act or an exemption therefrom will be required for any sale state securities laws and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, he or she understands that, if relying upon the terms truth and conditions of Rule 144 are not fully met, sale accuracy of the shares acquired hereby may not be readily possiblerepresentations, warranties, agreements, acknowledgements and understandings of the Holder set forth herein in order to determine the applicability of such exemptions and the suitability of the Holder to acquire the Warrant. The Holder understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Warrant.

Holder Representations. The Holder hereby represents represents, warrants and warrants to the Company thatagrees by acquisition of such Registrable Securities as follows: (a) he that upon receipt of any notice from Issuer of the happening of any event of the kind described in Section 3(e), Holder will forthwith discontinue Holder’s disposition of Registrable Securities pursuant to the Resale Shelf Registration Statement until Holder’s receipt of notice from Issuer that it has filed the supplemented or she is acquiring amended prospectus contemplated by Section 3(e) and, if so directed by Issuer, will deliver to Issuer all copies, other than permanent file copies, then in Holder’s possession of the Option and shall acquire prospectus relating to such Registrable Securities current at the Option Shares for his or her own account and not with a view towards the distribution thereof;time of receipt of notice under Section 3(e), and (b) he or she has received that it will immediately notify Issuer, at any time when a copy prospectus relating to the registration of all reports and documents such Registrable Securities is required to be filed by the Company with delivered under the Securities and Exchange Commission Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Exchange Act within Securities Act), of the last 12 months and all reports issued happening of any event as a result of which information previously furnished by Holder to Issuer in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the Company to its stockholders and statements therein not misleading in the prospectus materials, if any, relating to light of the Plan;circumstances under which they were made; and (c) he that it has not prepared or she understands had prepared on its behalf or used or referred to, and agrees that he it will not prepare or she must bear the economic risk of the investment have prepared on its behalf or use or refer to, any free writing prospectus (as defined in the Option Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (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 Rule 405 under the Securities Act;), and has not distributed and will not distribute any written materials in connection with the offer or sale of the Registrable Securities; and (d) in his or her position that it acknowledges its obligations to comply with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and other employees provisions of the Company Exchange Act and all persons acting on its behalf concerning the terms rules thereunder relating to stock manipulation, particularly Regulation M, and conditions of the offer made hereunder and that it will not take, directly or indirectly, any action designed to obtain any additional information or that would constitute or that might reasonably be expected to the extent the Company possesses cause 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 clause (b) above; (e) he or she 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 Securities Act or an exemption therefrom as provided herein; (f) he or she is aware of and understands that he or she is subject to the Ixxxxxx Xxxxxxx Policy of the Company and has received a copy of such policy as of the date of this Agreement; and (g) he or she acknowledges that he or she has been informed of the applicable provisions of Rule 144 promulgated under the Securities Actresult in, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (ii) the Company must be at the time of sale and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three month period must not exceed the volume limitations contained in Rule 144; and (v) prior notice of an intended sale must be fully filed with the Securities and Exchange Commission in the manner prescribed by law. He or she realizes thatotherwise, in the event Rule 144 is not available, registration under the Securities Act stabilization or an exemption therefrom will be required for any sale and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, he or she understands that, if the terms and conditions of Rule 144 are not fully met, sale manipulation of the shares acquired hereby may not be readily possibleprice of any security of Issuer to facilitate the sale or resale of the Registrable Securities.

Holder Representations. The Holder hereby represents and warrants to of this Warrant, by acceptance hereof, acknowledges that this Warrant is being issued by the Company thatin reliance upon the following representations of the Holder: (a) he the Holder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate power and authority to enter into and to consummate the transactions contemplated by the Warrant and otherwise to carry out its obligations hereunder. The acceptance of the Warrant has been duly authorized by all necessary limited liability company action and will constitute the valid and legally binding obligation of such Holder, enforceable against it in accordance with the terms hereunder; (b) that as of the date hereof, the Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act and such Holder has such experience in business and financial matters that it is capable of evaluating the merits and risks of the Warrant. The Holder acknowledges that returns based upon the Warrant are speculative and involve a high degree of risk; (c) the Holder is not acquiring the Warrant as a result of any advertisement, article, notice, meeting or she other communication regarding the Warrant published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement; (d) the Holder acknowledges that it has the information (or access to such information) with respect to the Company that is necessary for it to make the decision to acquire the Warrant and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Warrant and the merits and risks of acquiring the Warrant; (ii) information or access to information about the Company and its subsidiaries as disclosed in the Company’s filings with the Commission and their respective financial conditions, results of operations, business, properties, management and prospects sufficient to enable it to evaluate the Warrant; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without reasonable effort or expense that is necessary to make an informed decision with respect to the Warrant; (e) the Holder has independently evaluated the merits of its decision to acquire the Warrant and such Holder confirms that it has not relied on the advice of any business or legal counsel in making such decision; (f) the Holder is acquiring the Option and shall acquire the Option Shares Warrant as principal for his or her its own account and not with a view towards to or for distributing or reselling this Warrant, any part thereof, or any Warrant Shares, without prejudice, however, to the distribution thereofHolder’s right at all times to sell or otherwise dispose of all or any part of the Warrant in compliance with applicable federal and state securities laws. The Holder is acquiring the Warrant in the ordinary course of its business. The Holder does not have any agreement or understanding, directly or indirectly, with any person to distribute the Warrant or any portion hereof; (bg) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 12 months and all reports issued by the Company to its stockholders and the prospectus materials, if any, relating to the Plan; (c) he or she Holder understands that he or she the Warrant and any Warrant Shares must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her held indefinitely unless they are registered under the Securities Act of 1933 (the "Securities Act") or an exemption therefrom from registration is available thereunder available. The Holder acknowledges that it is familiar with Rule 144 and that the Company is such Xxxxxx has been advised that Rule 144 permits resales only under no obligation to register the Option Shares for sale under the Securities Act; (d) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and other employees of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information certain circumstances. The Holder understands that to the extent the Company possesses or may possess that Rule 144 is not available, such information or can acquire it without unreasonable effort or expense necessary Holder will be unable to verify the accuracy sell any portion of the information obtained pursuant to clause (b) above; (e) he Warrant or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Warrant Shares in the absence of without either registration under the Securities Act or an the existence of another exemption therefrom as provided herein; (f) he or she is aware of and understands that he or she is subject to the Ixxxxxx Xxxxxxx Policy of the Company and has received a copy of from such policy as of the date of this Agreementregistration requirement; and (g) he or she acknowledges that he or she has been informed of the applicable provisions of Rule 144 promulgated under the Securities Act, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (iih) the Company must be at Holder understands that the time Warrant is being offered and issued in reliance on a transactional exemption from the registration requirements of sale federal and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three month period must not exceed the volume limitations contained in Rule 144; and (v) prior notice of an intended sale must be fully filed with the Securities and Exchange Commission in the manner prescribed by law. He or she realizes that, in the event Rule 144 is not available, registration under the Securities Act or an exemption therefrom will be required for any sale state securities laws and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, he or she understands that, if relying upon the terms truth and conditions of Rule 144 are not fully met, sale accuracy of the shares acquired hereby may not be readily possiblerepresentations, warranties, agreements, acknowledgements and understandings of the Holder set forth herein in order to determine the applicability of such exemptions and the suitability of the Holder to acquire the Warrant. The Holder understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Warrant.

Holder Representations. The With respect to this Warrant, as of the date of the Warrant, Holder hereby represents and warrants to the Company thatas follows: (a) he or she it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s state of development so as to be able to evaluate the risks and merits of its investment in the Company and the speculative nature thereof and it is acquiring able financially to bear the Option and shall acquire risks of the Option Shares for his or her own account and not with a view towards the distribution entire loss thereof; (b) he or she it has received a copy of all reports had an opportunity to discuss the Company’s business, management and documents required to be filed by the Company financial affairs with the Securities and Exchange Commission pursuant to the Exchange Act within the last 12 months and all reports issued by the Company to its stockholders and the prospectus materials, if any, relating to the PlanCompany’s management; (c) he this Warrant are being acquired for its own account for the purpose of investment and not with a view to or she for sale in connection with any distribution thereof; and (d) it understands that he or she must bear (i) this Warrant (and any shares issuable upon the economic risk of the investment in the Option Shares, which canexercise hereof) have not be sold by him or her unless they are been registered under the Securities Act by reason of 1933 (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 Securities Act; (d) their issuance in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers a transaction exempt from the officers and other employees registration requirements of the 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 clause (b) above; (e) he or she 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 Securities Act pursuant to Section 4(2) thereof or an exemption therefrom as provided herein; (f) he Rule 504, 505 or she is aware 506 of and understands that he or she is subject to the Ixxxxxx Xxxxxxx Policy of the Company and has received a copy of such policy as of the date of this Agreement; and (g) he or she acknowledges that he or she has been informed of the applicable provisions of Rule 144 Regulation D promulgated under the Securities Act, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (ii) this Warrant (and any shares issuable upon the Company must exercise hereof) may be at the time of sale and for required to be held indefinitely unless a specified prior period a reporting company subsequent disposition thereof is registered under the Exchange Securities Act of 1934 and current in its filings thereunder; applicable state securities law or is exempt from such registration, (iii) sale must occur in this Warrant will bear a customary sale through a broker; legend to such effect, (iv) the number of shares which may be sold within any three month period must not exceed the volume limitations contained in Rule 144; Company will make a notation on its transfer books to such effect, and (v) prior notice this Warrant has not been registered under applicable state securities law by reason of an intended sale must be fully filed with their issuance in a transaction exempt from the Securities and Exchange Commission in the manner prescribed by law. He or she realizes that, in the event Rule 144 is not available, registration under the Securities Act or an exemption therefrom will be required for any sale and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, he or she understands that, if the terms and conditions of Rule 144 are not fully met, sale of the shares acquired hereby may not be readily possiblerequirements thereof.

Holder Representations. The Holder hereby represents and warrants to the Company that: (ai) he or she it is acquiring the Option and shall acquire the Option Shares for his or her its own account and not with a view towards the distribution thereof; (bii) he or she it has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act Act, within the last 12 24 months and all reports issued by the Company to its stockholders and the prospectus materials, if any, relating to the Planstockholders; (ciii) he or she it understands that he or she it is subject to the Company’s Xxxxxxx Xxxxxxx Policy and has received a copy of such policy as of the date of this Agreement; (iv) it understands that it must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her it unless they are registered under the Securities Act of 1933 (the "Securities “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 Securities 1933 Act; (dv) in his or her position with the Company, he or she it has had both the opportunity to ask questions and receive answers from the officers and other employees directors of the 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 clause (bii) above; (evi) he or she it 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 Securities 1933 Act or an exemption therefrom as provided herein; (f) he or she is aware of and understands that he or she is subject to the Ixxxxxx Xxxxxxx Policy of the Company and has received a copy of such policy as of the date of this Agreement; and (gvii) he or she acknowledges that he or she has been informed of the applicable provisions of Rule 144 promulgated under the Securities Actif, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (ii) the Company must be at the time of sale and for a specified prior period a reporting company issuance of the Option Shares, the issuance of such shares have not been registered under the Exchange Act of 1934 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 current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three month period must have not exceed the volume limitations contained in Rule 144; and (v) prior notice of an intended sale must be fully filed with the Securities and Exchange Commission in the manner prescribed by law. He or she realizes that, in the event Rule 144 is not available, registration 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 will under said Act.” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of May 1, 2014, a copy of which is on file with the Company, and may not be required for any sale and the Company is not obligated to register any shares transferred, pledged or to assist disposed of except in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, he or she understands that, if accordance with the terms and conditions of Rule 144 are not fully met, sale of the shares acquired hereby may not be readily possiblethereof."

Holder Representations. The Holder hereby represents and warrants to the Company that: (a) he or she it is acquiring the Option Warrant and shall acquire the Option Warrant Shares for his or her its own account and not with a view towards the distribution thereof; (b) he or she it has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 12 24 months and all reports issued by the Company to its stockholders and the prospectus materials, if any, relating to the Planstockholders; (c) he or she it understands that he or she it must bear the economic risk of the investment in the Option Warrant Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "Securities “1933 Act"”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Warrant Shares for sale under the Securities 1933 Act; (d) in his or her position with it is an accredited investor within the Company, he or she meaning of Rule 501(a) promulgated under the 1933 Act; (e) it has had both the opportunity to ask questions and receive answers from the officers and other employees directors of the 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 clause (b) above; (ef) he or she it is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Warrant Shares in the absence of registration under the Securities Act or an exemption therefrom as provided herein; (f) he or she is aware of and understands that he or she is subject to the Ixxxxxx Xxxxxxx Policy of the Company and has received a copy of such policy as of the date of this Agreement1933 Act; and (g) he or she acknowledges that he or she has been informed of the applicable provisions of Rule 144 promulgated under certificates evidencing the Securities Act, including, without limitation, its requirements that (i) Warrant Shares shall bear the following legend: “The shares must represented by this certificate have been owned acquired for investment and paid for a period of at least one year before sale may occur; (ii) the Company must be at the time of sale and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three month period must have not exceed the volume limitations contained in Rule 144; and (v) prior notice of an intended sale must be fully filed with the Securities and Exchange Commission in the manner prescribed by law. He or she realizes that, in the event Rule 144 is not available, registration 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 will be required for any sale and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, he or she understands that, if the terms and conditions of Rule 144 are not fully met, sale of the shares acquired hereby may not be readily possibleunder said Act.”

Holder Representations. The Holder hereby represents and warrants to the Company that: (a) he or she it is acquiring the Option Warrant and shall acquire the Option Warrant Shares for his or her its own account and not with a view towards the distribution thereof; (b) he or she it has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 12 24 months and all reports issued by the Company to its stockholders and the prospectus materials, if any, relating to the Planstockholders; (c) he or she it understands that he or she it must bear the economic risk of the investment in the Option Warrant Shares, which cannot be sold by him or her unless they are registered under the Securities Act of 1933 (the "Securities 1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Warrant Shares for sale under the Securities 1933 Act; (d) in his or her position with it is an accredited investor within the Company, he or she meaning of Rule 501(a) promulgated under the 1933 Act; (e) it has had both the opportunity to ask questions and receive answers from the officers and other employees directors of the 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 clause (b) above; (ef) he or she it is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Warrant Shares in the absence of registration under the Securities Act or an exemption therefrom as provided herein; (f) he or she is aware of and understands that he or she is subject to the Ixxxxxx Xxxxxxx Policy of the Company and has received a copy of such policy as of the date of this Agreement1933 Act; and (g) he or she acknowledges that he or she has been informed of the applicable provisions of Rule 144 promulgated under certificates evidencing the Securities Act, including, without limitation, its requirements that (i) Warrant Shares shall bear the following legend: "The shares must represented by this certificate have been owned acquired for investment and paid for a period of at least one year before sale may occur; (ii) the Company must be at the time of sale and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three month period must have not exceed the volume limitations contained in Rule 144; and (v) prior notice of an intended sale must be fully filed with the Securities and Exchange Commission in the manner prescribed by law. He or she realizes that, in the event Rule 144 is not available, registration 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 will be required for any sale and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, he or she understands that, if the terms and conditions of Rule 144 are not fully met, sale of the shares acquired hereby may not be readily possibleunder said Act."

Holder Representations. The Holder hereby represents and warrants to the Company that: (ai) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof; (bii) he the Company has made available to him or she has received her a copy of all reports and documents required the Company’s current information made available to be filed by the Company with the Securities and Exchange Commission public pursuant to Commission Rule 15c2-11, and a copy of the Exchange Act within Plan in effect as of the last 12 months and all reports issued by the Company to its stockholders and the prospectus materials, if any, relating to the PlanGrant Date; (ciii) he or she understands that he or she 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 1933, as amended (the "Securities “1933 Act") ”), or an exemption therefrom is available thereunder thereunder; and he or she understands that the Company is under no obligation to register the Option Shares for sale under the Securities 1933 Act; (div) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and other employees directors of the 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 clause (bii) above; (ev) he or she 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 Securities 1933 Act or an exemption therefrom as provided hereintherefrom; (fvi) he or she understands and agrees that if a stock certificate evidencing the Shares is aware issued prior the expiration of and understands that he or she is subject to an applicable Restriction Period, it shall bear the Ixxxxxx Xxxxxxx Policy following legend if the issuance of the Company Shares is not registered on the appropriate registration statement filed under the 1933 Act: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act’) and has received a copy may not be sold, pledged, hypothecated or otherwise transferred in the absence of such policy as of an effective registration statement or an exemption therefrom under the date of this Agreement; Act.” and (gvii) he or she acknowledges understands and agrees that he or she has been informed if a stock certificate evidencing the Shares is issued prior to the expiration of an applicable Restriction Period it shall also bear the applicable provisions of Rule 144 promulgated under the Securities Act, including, without limitation, its requirements that (i) following legend: “The shares must represented by this certificate have been owned and paid for acquired pursuant to a period Restricted Stock Agreement, a copy of at least one year before sale may occur; (ii) the Company must be at the time of sale and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three month period must not exceed the volume limitations contained in Rule 144; and (v) prior notice of an intended sale must be fully filed is on file with the Securities Company, and Exchange Commission may not be transferred, pledged or disposed of except in the manner prescribed by law. He or she realizes that, in the event Rule 144 is not available, registration under the Securities Act or an exemption therefrom will be required for any sale and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, he or she understands that, if accordance with the terms and conditions of Rule 144 are not fully met, sale of the shares acquired hereby may not be readily possiblethereof.”

Holder Representations. The As an inducement to the Company to grant this Warrant to the Holder and in connection with any exercise of this Warrant, the Holder hereby represents and warrants to the Company thatthe following: (a) He (i) has such knowledge and experience in financial and business affairs that he is capable of evaluating the merits and risks involved in purchasing the Warrant Shares, (ii) is able to bear the economic risks involved in purchasing the Warrant Shares, and (iii) is a “non-US person” as defined in Regulation S or she is acquiring an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated under the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereofSecurities Act of 1933, as amended; (b) he or she has received a copy of all reports and documents required In making the decision to be filed by purchase the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 12 months and all reports issued by the Company to its stockholders and the prospectus materials, if any, relating to the Plan; (c) he or she understands that he or she must bear the economic risk of the investment in the Option Warrant Shares, which cannot be sold he has relied solely on independent investigations made by him or her unless they are registered under the Securities Act of 1933 (the "Securities Act") or an exemption therefrom is available thereunder it and that the Company is under no obligation to register the Option Shares for sale under the Securities Act; (d) in his or her position with the Company, he or she has had both the opportunity to ask questions of, and receive answers from from, the officers Company concerning the Warrant Shares, the financial condition, prospective business and other employees operations of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and has otherwise had an opportunity to obtain any additional information information, to the extent that the Company possesses or may possess such information or can could acquire it without unreasonable effort or expense necessary expense; (c) His overall commitment to verify investments that are not readily marketable is not disproportionate to his net worth and income, and the accuracy purchase of the information obtained pursuant Warrant Shares will not cause such overall commitment to clause become disproportionate; he it can afford to bear the loss of the purchase price of the Warrant Shares; (bd) above;He has no present need for liquidity in his investment in the Warrant Shares; and (e) he or she is aware He acknowledges that the Company shall place stop transfer orders with its transfer agent against transaction relating to the transfer sale and purchase of the Option Warrant Shares in the absence of registration under the Securities Act has not been reviewed or an exemption therefrom as provided herein; (f) he or she is aware of and understands that he or she is subject to the Ixxxxxx Xxxxxxx Policy of the Company and has received a copy of such policy as of the date of this Agreement; and (g) he or she acknowledges that he or she has been informed of the applicable provisions of Rule 144 promulgated under the Securities Act, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (ii) the Company must be at the time of sale and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three month period must not exceed the volume limitations contained in Rule 144; and (v) prior notice of an intended sale must be fully filed with approved by the Securities and Exchange Commission in or by any administrative agency charged with the manner prescribed by law. He or she realizes that, in the event Rule 144 is not available, registration under the Securities Act or an exemption therefrom will be required for any sale and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, he or she understands that, if the terms and conditions of Rule 144 are not fully met, sale administration of the shares acquired hereby may not be readily possiblesecurities laws of any state, and that no such agency has passed on or made any recommendation or endorsement of any of the securities contemplated hereby.

Holder Representations. The Holder hereby represents and warrants to the Company thatTHE HOLDER OF THIS WARRANT, BY ACCEPTANCE HEREOF, ACKNOWLEDGES THAT THIS WARRANT IS BEING ISSUED BY THE COMPANY IN RELIANCE UPON THE FOLLOWING REPRESENTATIONS OF THE HOLDER: (a) he the Holder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Warrant and otherwise to carry out its obligations hereunder. The acceptance of the Warrant has been duly authorized by all necessary action and will constitute the valid and legally binding obligation of such Holder, enforceable against it in accordance with the terms hereunder; (b) that as of the date hereof, the Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act and such Holder has such experience in business and financial matters that it is capable of evaluating the merits and risks of the Warrant. The Holder acknowledges that returns based upon the Warrant are speculative and involve a high degree of risk; (c) the Holder is not acquiring the Warrant as a result of any advertisement, article, notice, meeting or she other communication regarding the Warrant published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement; (d) the Holder acknowledges that it has the information (or access to such information) with respect to the Company that is necessary for it to make the decision to acquire the Warrant and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Warrant and the merits and risks of acquiring the Warrant; (ii) information or access to information about the Company and its subsidiaries as disclosed in the Company’s filings with the Commission and their respective financial conditions, results of operations, business, properties, management and prospects sufficient to enable it to evaluate the Warrant; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without reasonable effort or expense that is necessary to make an informed decision with respect to the Warrant; (e) the Holder has independently evaluated the merits of its decision to acquire the Warrant and such Holder confirms that it has not relied on the advice of any business or legal counsel in making such decision; (f) the Holder is acquiring the Option and shall acquire the Option Shares Warrant as principal for his or her its own account and not with a view towards to or for distributing or reselling this Warrant, any part thereof, or any Warrant Shares, without prejudice, however, to the distribution thereofHolder’s right at all times to sell or otherwise dispose of all or any part of the Warrant in compliance with applicable federal and state securities laws. The Holder is acquiring the Warrant in the ordinary course of its business. The Holder does not have any agreement or understanding, directly or indirectly, with any person to distribute the Warrant or any portion hereof; (bg) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 12 months and all reports issued by the Company to its stockholders and the prospectus materials, if any, relating to the Plan; (c) he or she Holder understands that he or she the Warrant and any Warrant Shares must bear the economic risk of the investment in the Option Shares, which cannot be sold by him or her held indefinitely unless they are registered under the Securities Act of 1933 (the "Securities Act") or an exemption therefrom from registration is available thereunder available. The Holder acknowledges that it is familiar with Rule 144 and that the Company is such Xxxxxx has been advised that Rule 144 permits resales only under no obligation to register the Option Shares for sale under the Securities Act; (d) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and other employees of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information certain circumstances. The Holder understands that to the extent the Company possesses or may possess that Rule 144 is not available, such information or can acquire it without unreasonable effort or expense necessary Holder will be unable to verify the accuracy sell any portion of the information obtained pursuant to clause (b) above; (e) he Warrant or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Warrant Shares in the absence of without either registration under the Securities Act or an the existence of another exemption therefrom as provided herein; (f) he or she is aware of and understands that he or she is subject to the Ixxxxxx Xxxxxxx Policy of the Company and has received a copy of from such policy as of the date of this Agreementregistration requirement; and (g) he or she acknowledges that he or she has been informed of the applicable provisions of Rule 144 promulgated under the Securities Act, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (iih) the Company must be at Holder understands that the time Warrant is being offered and issued in reliance on a transactional exemption from the registration requirements of sale federal and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three month period must not exceed the volume limitations contained in Rule 144; and (v) prior notice of an intended sale must be fully filed with the Securities and Exchange Commission in the manner prescribed by law. He or she realizes that, in the event Rule 144 is not available, registration under the Securities Act or an exemption therefrom will be required for any sale state securities laws and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, he or she understands that, if relying upon the terms truth and conditions of Rule 144 are not fully met, sale accuracy of the shares acquired hereby may not be readily possiblerepresentations, warranties, agreements, acknowledgements and understandings of the Holder set forth herein in order to determine the applicability of such exemptions and the suitability of the Holder to acquire the Warrant. The Holder understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Warrant.