Common use of Optionee Representations Clause in Contracts

Optionee Representations. Optionee hereby makes the following certifications and representations with respect to the Shares listed above: (a) Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Optionee is acquiring these Shares for investment for Optionee’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). (b) Optionee acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. Optionee understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Shares. Optionee understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws. (c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (i) the resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (ii) the availability of certain public information about the Company, (iii) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (iv) the timely filing of a Form 144, if applicable. (d) In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (i), (ii), (iii) and (iv) of paragraph (c) above. (e) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event.

Optionee Representations. Optionee hereby makes the following certifications represents and representations with respect warrants to the Shares listed above:Company that (ai) Optionee he is aware of acquiring the Company’s business affairs Option and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to shall acquire the Shares. Optionee is acquiring these Option Shares for investment for Optionee’s his own account only and not with a view to, or for resale in connection with, any “distribution” thereof towards the distribution thereof; (ii) he 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 within the meaning last 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the Securities Act of 1933invest ment in the Option Shares, as amended (the “Securities Act”). (b) Optionee acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have which cannot been be sold by him unless they are registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, of 1933 (the bona fide nature of Optionee’s investment intent as expressed herein. Optionee understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act "1933 Act") or an exemption from such registration therefrom is available. Optionee further acknowledges available thereunder and understands that the Company is under no obligation to register the Shares. Optionee understands Option Shares for sale under the 1933 Act; (iv) he has had both the opportunity to ask questions and receive answers from the officers and 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 infor mation or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the certificate evidencing the Securities will be imprinted Company shall place stop transfer orders with a legend which prohibits its transfer agent against the transfer of the Option Shares unless they are registered or such registration is not required in the opinion absence of counsel satisfactory to registration under the Company and any other legend required under applicable state securities laws.1933 Act or an exemption therefrom as provided herein; and (cvi) Optionee is familiar with the provisions of Rule 701 certificates evidencing the Option Shares shall bear the following legends: "The shares represented by this certificate have been acquired for investment and Rule 144, each promulgated 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, whichdated as of April 28, 1995, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in substanceaccordance with the terms and conditions thereof." (vii) he agrees that he shall not sell, permit limited public resale of “restricted securities” acquired, directly transfer by any means or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant otherwise dispose of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified Shares acquired by Rule 144, including: (i) the resale being made through a broker him except in an unsolicited “broker’s transaction” or in transactions directly accordance with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (ii) the availability of certain public information about the Company, (iii) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (iv) the timely filing of a Form 144's policy, if applicable. (d) In any, regarding the event that the Company does not qualify under Rule 701 at the time sale and disposition of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold securities owned by the Company or the date the Securities were sold by an affiliate employees and/or directors of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (i), (ii), (iii) and (iv) of paragraph (c) above. (e) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event.

Optionee Representations. Optionee hereby makes the following certifications represents and representations with respect warrants to the Shares listed above:Company that (ai) Optionee he is aware of acquiring the Company’s business affairs Option and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to shall acquire the Shares. Optionee is acquiring these Option Shares for investment for Optionee’s his own account only and not with a view to, or for resale in connection with, any “distribution” thereof towards the distribution thereof; (ii) he 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 within the meaning last 24 months and all reports issued by the Company to its stockholders; (iii) he understands that he must bear the economic risk of the Securities Act of 1933invest ment in the Option Shares, as amended (the “Securities Act”). (b) Optionee acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have which cannot been be sold by him unless they are registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, of 1933 (the bona fide nature of Optionee’s investment intent as expressed herein. Optionee understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act "1933 Act") or an exemption from such registration therefrom is available. Optionee further acknowledges available thereunder and understands that the Company is under no obligation to register the Shares. Optionee understands Option Shares for sale under the 1933 Act; (iv) he has had both the opportunity to ask questions and receive answers from the officers and 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 infor mation or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) he is aware that the certificate evidencing the Securities will be imprinted Company shall place stop transfer orders with a legend which prohibits its transfer agent against the transfer of the Option Shares unless they are registered or such registration is not required in the opinion absence of counsel satisfactory to registration under the Company 1933 Act or an exemption therefrom as provided herein; and any other legend required under applicable state securities laws. (cvi) Optionee is familiar with the provisions of Rule 701 certificates evidencing the Option Shares shall bear the following legends: "The shares represented by this certificate have been acquired for investment and Rule 144, each promulgated 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, whichdated as of April 28, 1995, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in substanceaccordance with the terms and conditions thereof." (vii) he agrees that he shall not sell, permit limited public resale of “restricted securities” acquired, directly transfer by any means or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant otherwise dispose of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified Shares acquired by Rule 144, including: (i) the resale being made through a broker him except in an unsolicited “broker’s transaction” or in transactions directly accordance with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (ii) the availability of certain public information about the Company, (iii) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (iv) the timely filing of a Form 144's policy, if applicable. (d) In any, regarding the event that the Company does not qualify under Rule 701 at the time sale and disposition of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold securities owned by the Company or the date the Securities were sold by an affiliate employees and/or directors of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (i), (ii), (iii) and (iv) of paragraph (c) above. (e) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event.

Optionee Representations. The Optionee hereby makes the following certifications certifications, representations and representations covenants with respect to the Shares listed aboveStock and the Option: (a) The Option and all Stock purchased upon the exercise hereof, unless registered at the time of purchase under the Securities Act of 1933, as amended (the “Securities Act”), will be issued in reliance on exemptions from registration under the Securities Act and cannot be sold or transferred unless such sale or transfer is registered under the Securities Act and applicable state securities laws or meets the requirements of an exemption therefrom, in the opinion of counsel to the Company. The Company may place an appropriate restrictive legend on the certificate or certificates evidencing such Stock summarizing these restrictions (b) Optionee has a preexisting personal or business relationship with the Company and has such knowledge and experience in financial and business matters so that the Optionee is capable of evaluating the merits and risks of its investment in the Company. Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the SharesOption and the Stock. Optionee is acquiring these Shares the Option, and will acquire the Stock upon the exercise of the Option, for investment for Optionee’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”)thereof. (bc) Optionee acknowledges and understands that the Shares Option and the Stock to be issued upon exercise of the Option constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. Optionee understands that the Shares Option and the Stock, in the event Optionee exercises the Option, must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the SharesOption or the Stock. Optionee understands that the certificate evidencing the Securities Stock following the exercise of the Option will be imprinted with a legend which prohibits the transfer of the Shares Stock unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws. (cd) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if 144 requires the issuer qualifies under Rule 701 at resale to occur not less than one year after the time later of the grant date the securities were sold by the Company or the date the securities were sold by an affiliate of the Option to Company, within the Optioneemeaning of Rule 144; and, in the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements case of Section 13 or 15(d) acquisition of the Securities Exchange Act of 1934securities by an affiliate, ninety days thereafter (or such longer period as any market standby a non-off agreement may require) affiliate who subsequently holds the Securities exempt under Rule 701 may be resoldsecurities less than two years, subject to the satisfaction of certain of the conditions specified by Rule 144, includingfollowing: (i) the resale being must be made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 0f 1934, as amended); and, in the case of an affiliate, (ii) the availability of certain public information about the Company, (iii) the amount of Securities securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (iv) the timely filing of a Form 144, if applicable. (d) In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (i), (ii), (iii) and (iv) of paragraph (c) above. (e) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules Rule 144 and 701 are is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event. (f) The Company shall not be obligated to issue any shares of Stock pursuant to this Agreement if such sale or issuance, in the opinion of the Company or the Company’s counsel, might constitute a violation by the Company of any provision of law, including without limitation the provisions of the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the grant or exercise of this Option or the issuance or sale of any shares of Stock pursuant hereto to comply with any law. (g) If requested by the Company or any representative of the underwriters in connection with any registration of the offering of the Common Stock of the Company under the Securities Act, the Optionee shall not sell or otherwise transfer the Shares for a set period of time following the effective date of a registration statement filed under the Securities Act. The Company may impose stop-transfer instructions with respect to the Stock subject to the foregoing restrictions until the end of such period.