Common use of Optionee’s Representations and Warranties Clause in Contracts

Optionee’s Representations and Warranties. In connection with the grant of the Options hereunder, Optionee hereby represents and warrants to the Partnership that: (i) Optionee is being granted the Options for Optionee’s own account with the present intention of holding any Securities acquired upon exercise of the Options for investment purposes and that Optionee has no intention of selling such Securities acquired upon exercise of the Options in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws. Optionee acknowledges that the Units underlying the Options have not been registered under the Securities Act or applicable state or foreign securities laws and that any Units acquired upon exercise of the Options will be issued to Optionee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Optionee’s representations and agreements contained herein. (ii) The execution, delivery and performance by Optionee of this Agreement and the consummation of the transactions contemplated hereby do not and will not (with or without the giving of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (A) any law, rule or regulation applicable to Optionee, or (B) any contract to which Optionee is a party or by which Optionee or any of Optionee’s properties or assets may be bound or affected. (iii) Optionee is an employee of the Partnership Group. (iv) Optionee has had an opportunity to ask the Partnership and its representatives questions and receive answers thereto concerning the terms and conditions of the Options to be granted to Optionee hereunder and has had full access to such other information concerning the Partnership Group as Optionee may have requested in making Optionee’s decision to enter into this Agreement. (v) Optionee acknowledges that the Options are subject to the terms and restrictions contained in the Partnership Agreement, and Optionee has received and reviewed a copy of the Partnership Agreement. (vi) Optionee acknowledges that the Options are not transferable by Optionee except pursuant to the laws of descent and distribution or as may otherwise be specifically authorized by the General Partner in writing. Except as otherwise provided herein, no assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Options shall terminate and become of no further effect. (vii) Optionee has all requisite legal capacity and authority to carry out the transactions contemplated by this Agreement and the Partnership Agreement, and the execution, delivery and performance by Optionee of this Agreement and the Partnership Agreement and all other agreements contemplated hereby and thereby to which Optionee is a party have been duly authorized by Optionee. (viii) Optionee has only relied on the advice of, or has consulted with, Optionee’s own legal, financial and tax advisors, and the determination of Optionee to enter into this Agreement has been made by Optionee independent of any statements or opinions as to the advisability of such action or as to the properties, business, prospects or condition (financial or otherwise) of the Partnership Group which may have been made or given by any other Person or by any agent or employee of such Person and independent of the fact that any other Person has decided to hold Options or Units. (ix) Optionee is not entering into this Agreement to be granted the Options as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Optionee in connection with investments in Securities generally.

Optionee’s Representations and Warranties. In connection with the grant By execution of the Options hereunderthis ----------------------------------------- Agreement, Optionee hereby represents and warrants to the Partnership thatCompany as follows: (ia) Optionee is being granted the Options accepting this Option solely for Optionee’s 's own account for investment and not with a view to or for sale or distribution of the Option or the Option shares and not with any present intention of holding any Securities acquired upon exercise selling, offering to sell, or otherwise disposing of or distributing the Option or the Option Shares. The entire legal and beneficial interest of the Options Option herein accepted is for investment purposes and that will be held for the account of the Optionee only and neither in whole nor part for any other person. (b) Optionee resides in the State of ___________and the Optionee's mailing address is as follows: (c) Optionee provides services to the Company or a Related Corporation and is familiar with the Company and its plans, operations and financial condition. Prior to the acceptance of this Option, Optionee has no intention of selling such Securities acquired upon exercise received and reviewed the documents described in Exhibit "A" attached hereto and all other ---------- information as Optionee deems necessary and appropriate to enable an evaluation of the Options advisability of entering into this Agreement. (d) Optionee acknowledges that the Option and Option shares are to be granted or issued and sold to Optionee without registration in a public distribution reliance upon certain exemptions under the Federal Securities Act of 1933, as amended, and in violation reliance upon certain exemptions from registration requirements under applicable state securities laws. (e) Optionee will make no transfer or assignment of any of the federal securities laws Option Shares except in compliance with the Federal Securities Act of 1933, as amended, or any other applicable state or foreign securities laws. Optionee acknowledges consents and agrees that a legend to such effect may be affixed to the Units underlying certificate or certificates representing the Options have not been registered under the Securities Act or applicable state or foreign securities laws and that any Units acquired upon exercise of the Options will be Option Shares issued to Optionee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Optionee’s representations and agreements contained herein. (iif) The Optionee is aware that no federal or state agency has made the recommendation or endorsement of the Option Shares or any finding or determination as to the fairness of the investment in such Option Shares. (g) Optionee has full legal power and authority to execute and deliver and to perform Optionee's obligations under this Agreement, and such execution, delivery and performance by Optionee of this Agreement and the consummation of the transactions contemplated hereby do not and will not (with or without the giving of noticeviolate any agreement, the lapse of timecontract, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (A) any law, rule rule, decree or regulation applicable to Optionee, or (B) any contract to other legal restriction by which Optionee is a party or by which Optionee or any of Optionee’s properties or assets may be bound or affectedbound. (iiih) Optionee acknowledges and understands that this Agreement is an employee not designed to comply with Section 422 of the Partnership GroupInternal Revenue Code of 1986, as amended. Optionee further understands that the Company makes no warranties or representations regarding the impact the Option or the exercise of the Option will have on Optionee's federal or particular state income tax liabilities. (ivi) Optionee has had an opportunity to ask the Partnership and its representatives questions of and receive answers thereto from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of the Options to be granted to Optionee hereunder and has had full access to such other information concerning the Partnership Group as Optionee may have requested in making Optionee’s decision to enter into this AgreementOption. (vj) Optionee acknowledges that the Options are subject has taxable income and a net worth sufficient to the terms provide for Optionee's current needs and restrictions contained possible personal contingencies; and has no need for liquidity of an investment in the Partnership Agreement, and Optionee has received and reviewed a copy of the Partnership AgreementCompany. (vi) Optionee acknowledges that the Options are not transferable by Optionee except pursuant to the laws of descent and distribution or as may otherwise be specifically authorized by the General Partner in writing. Except as otherwise provided herein, no assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Options shall terminate and become of no further effect. (viik) Optionee has all requisite legal capacity such knowledge and authority to carry out experience in financial matters that Optionee is capable of evaluating the transactions contemplated by this Agreement relative risks and merits of an investment in the Partnership Agreement, and Company. The Company may require that the execution, delivery and performance by Optionee provide it with a certificate at the time of exercise of this Agreement Option confirming that the representations and the Partnership Agreement warranties set forth in this Section 9 are true and all other agreements contemplated hereby and thereby to which Optionee is a party have been duly authorized by Optionee. (viii) Optionee has only relied on the advice of, or has consulted with, Optionee’s own legal, financial and tax advisors, and the determination of Optionee to enter into this Agreement has been made by Optionee independent of any statements or opinions correct as to the advisability of such action or as to the properties, business, prospects or condition (financial or otherwise) of the Partnership Group which date of exercise or with such other documents or instruments as may have been made be necessary or given by any other Person desirable in order to establish that the issuance is exempt from registration under or by any agent or employee to comply with the requirements of such Person all federal and independent of the fact that any other Person has decided to hold Options or Unitsapplicable state securities laws. (ix) Optionee is not entering into this Agreement to be granted the Options as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Optionee in connection with investments in Securities generally.

Optionee’s Representations and Warranties. In connection with the grant By execution of the Options hereunderthis ----------------------------------------- Agreement, Optionee hereby represents and warrants to the Partnership thatCompany as follows: (ia) Optionee is being granted the Options accepting this Option solely for Optionee’s 's own account for investment and not with a view to or for sale or distribution of the Option or the Option shares and not with any present intention of holding any Securities acquired upon exercise selling, offering to sell, or otherwise disposing of or distributing the Option or the Option Shares. The entire legal and beneficial interest of the Options Option herein accepted is for investment purposes and that Optionee has no intention of selling such Securities acquired upon exercise will be held for the account of the Options Optionee only and neither in a public distribution in violation of the federal securities laws or whole nor part for any applicable state or foreign securities laws. Optionee acknowledges that the Units underlying the Options have not been registered under the Securities Act or applicable state or foreign securities laws and that any Units acquired upon exercise of the Options will be issued to Optionee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Optionee’s representations and agreements contained hereinother person. (iib) The execution, delivery and performance by Optionee resides in the State of this Agreement ________ and the consummation of the transactions contemplated hereby do not and will not (with or without the giving of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (A) any law, rule or regulation applicable to Optionee, or (B) any contract to which Optionee 's mailing address is a party or by which Optionee or any of Optionee’s properties or assets may be bound or affected.as follows: (iiic) Optionee is an employee of the Partnership Group. (iv) Company or of a Related Corporation and is familiar with the Company and its plans, operations and financial condition. Prior to the acceptance of this Option, Optionee has had received and reviewed the documents described in Exhibit "A" attached hereto and ---------- all other information as Optionee deems necessary and appropriate to enable an opportunity to ask the Partnership and its representatives questions and receive answers thereto concerning the terms and conditions evaluation of the Options to be granted to Optionee hereunder and has had full access to such other information concerning the Partnership Group as Optionee may have requested in making Optionee’s decision to enter advisability of entering into this Agreement. (vd) Optionee acknowledges that the Options Option and Option shares are subject to be granted or issued and sold to Optionee without registration in reliance upon certain exemptions under the Federal Securities Act of 1933, as amended, and in reliance upon certain exemptions from registration requirements under applicable state securities laws. (e) Optionee will make no transfer or assignment of any of the Option Shares except in compliance with the Federal Securities Act of 1933, as amended, or any other applicable securities laws. Optionee consents and agrees that a legend to such effect may be affixed to the terms certificate or certificates representing the Option Shares issued to Optionee. (f) Optionee is aware that no federal or state agency has made the recommendation or endorsement of the Option Shares or any finding or determination as to the fairness of the investment in such Option Shares. (g) Optionee has full legal power and restrictions contained in the Partnership authority to execute and deliver and to perform Optionee's obligations under this Agreement, and Optionee has received and reviewed a copy of the Partnership Agreement. (vi) Optionee acknowledges that the Options are not transferable by Optionee except pursuant to the laws of descent and distribution or as may otherwise be specifically authorized by the General Partner in writing. Except as otherwise provided herein, no assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Options shall terminate and become of no further effect. (vii) Optionee has all requisite legal capacity and authority to carry out the transactions contemplated by this Agreement and the Partnership Agreement, and the execution, delivery and performance will not violate any agreement, contract, law, rule, decree or other legal restriction by which Optionee of is bound. (h) Optionee acknowledges and understands that this Agreement and is designed to comply with Section 422 of the Partnership Agreement and all other agreements contemplated hereby Internal Revenue Code of 1986, as amended, and thereby to which provide Optionee is a party have been duly authorized by Optionee. (viii) with certain federal income tax advantages. Optionee has only relied on further understands that the advice of, Company makes no warranties or has consulted with, Optionee’s own legal, financial and tax advisors, and representations regarding the determination of Optionee to enter into this Agreement has been made by Optionee independent of any statements impact the Option or opinions as to the advisability of such action or as to the properties, business, prospects or condition (financial or otherwise) exercise of the Partnership Group which Option will have on Optionee's federal or particular state income tax liabilities. The Company may have been made or given by any other Person or by any agent or employee require that the Optionee provide it with a certificate at the time of such Person exercise of this Option confirming that the representations and independent warranties set forth in this Section 9 are true and correct as of the fact date of exercise or with such other documents or instruments as may be necessary or desirable in order to establish that any other Person has decided the issuance is exempt from registration under or to hold Options or Unitscomply with the requirements of all federal and applicable state securities laws. (ix) Optionee is not entering into this Agreement to be granted the Options as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Optionee in connection with investments in Securities generally.

Optionee’s Representations and Warranties. In connection with the grant By execution of the Options hereunderthis Agreement, Optionee hereby represents and warrants to the Partnership thatCompany as follows: (i) a. Optionee is being granted the Options accepting this Option solely for Optionee’s own account for investment and not with a view to or for sale or distribution of the Option or the Option shares and not with any present intention of holding any Securities acquired upon exercise selling, offering to sell, or otherwise disposing of or distributing the Option or the Option Shares. The entire legal and beneficial interest of the Options Option herein accepted is for investment purposes and that Optionee has no intention of selling such Securities acquired upon exercise will be held for the account of the Options Optionee only and neither in a public distribution in violation of the federal securities laws or whole nor part for any applicable state or foreign securities laws. Optionee acknowledges that the Units underlying the Options have not been registered under the Securities Act or applicable state or foreign securities laws and that any Units acquired upon exercise of the Options will be issued to Optionee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Optionee’s representations and agreements contained hereinother person. (ii) The execution, delivery and performance by Optionee of this Agreement and the consummation of the transactions contemplated hereby do not and will not (with or without the giving of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (A) any law, rule or regulation applicable to Optionee, or (B) any contract to which Optionee is a party or by which Optionee or any of Optionee’s properties or assets may be bound or affected. (iii) b. Optionee is an employee of the Partnership Group. (iv) Company and is familiar with the Company and its plans, operations and financial condition. Prior to the acceptance of this Option, Optionee has had received and reviewed the information Optionee deems necessary and appropriate to enable an opportunity to ask the Partnership and its representatives questions and receive answers thereto concerning the terms and conditions evaluation of the Options to be granted to Optionee hereunder and has had full access to such other information concerning the Partnership Group as Optionee may have requested in making Optionee’s decision to enter advisability of entering into this Agreement. (v) c. Optionee acknowledges that the Options Option and Option Shares are subject to be granted or issued and sold to Optionee without registration in reliance upon certain exemptions under the Securities Act, and in reliance upon certain exemptions from registration requirements under applicable state securities laws. d. Optionee will make no transfer or assignment of any of the Option Shares except in compliance with the Securities Act, or any other applicable securities laws. Optionee consents and agrees that a legend to such effect may be affixed to the terms certificate or certificates representing the Option Shares issued to Optionee. e. Optionee is aware that no federal or state agency has made the recommendation or endorsement of the Option Shares or any finding or determination as to the fairness of the investment in such Option Shares. f. Optionee has full legal power and restrictions contained in the Partnership authority to execute and deliver and to perform Optionee’s obligations under this Agreement, and Optionee has received and reviewed a copy of the Partnership Agreement. (vi) Optionee acknowledges that the Options are not transferable by Optionee except pursuant to the laws of descent and distribution or as may otherwise be specifically authorized by the General Partner in writing. Except as otherwise provided herein, no assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Options shall terminate and become of no further effect. (vii) Optionee has all requisite legal capacity and authority to carry out the transactions contemplated by this Agreement and the Partnership Agreement, and the execution, delivery and performance with not violate any agreement, contract, law, rule, decree or other legal restriction by Optionee of this Agreement and the Partnership Agreement and all other agreements contemplated hereby and thereby to which Optionee is a party have been duly authorized by Optioneebound. (viii) g. Optionee has only relied acknowledges and understands that this Agreement is not designed to comply with Section 422 of the Code. Optionee further understands that the Company makes no warranties or representations regarding the impact the Option or the exercise of the Option will have on the advice of, or has consulted with, Optionee’s own legal, financial federal or particular state income tax liabilities. The Company may require that the Optionee provide it with a certificate at the time of exercise of this Option confirming that the representations and tax advisors, warranties set forth in this Section 10 are true and the determination of Optionee to enter into this Agreement has been made by Optionee independent of any statements or opinions correct as to the advisability of such action or as to the properties, business, prospects or condition (financial or otherwise) of the Partnership Group which date of exercise or with such other documents or instruments as may have been made be necessary or given by any other Person desirable in order to establish that the issuance is exempt from registration under or by any agent or employee to company with the requirements of such Person all federal and independent of the fact that any other Person has decided to hold Options or Unitsapplicable state securities laws. (ix) Optionee is not entering into this Agreement to be granted the Options as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Optionee in connection with investments in Securities generally.

Optionee’s Representations and Warranties. In connection Optionee warrants and represents as of the date hereof (with the grant of express understanding that the Options hereunderOptionor, Optionee hereby represents the Company and warrants to the Partnership Employee are relying on said warranties, representations and covenants) that: (ia) Optionee and each Subsidiary of Optionee (collectively, the "Optionee Subsidiaries") has been duly organized and is being granted validly existing and in good standing under the Options for Optionee’s own account with the present intention of holding any Securities acquired upon exercise laws of the Options for investment purposes jurisdiction of its incorporation or organization, as the case may be, and that has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. Each of Optionee has no intention of selling such Securities acquired upon exercise and each Optionee Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Options in properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to so qualify would not have a public distribution in violation Material Adverse Effect on Optionee. Schedule 7(a) sets forth a complete and correct list of all of the federal securities laws or Optionee Subsidiaries. Neither Optionee nor any applicable state or foreign securities laws. Optionee acknowledges that Subsidiary holds any equity interest in any Person other than the Units underlying the Options have not been registered under the Securities Act or applicable state or foreign securities laws and that any Units acquired upon exercise of the Options will be issued to Optionee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Optionee’s representations and agreements contained hereinSubsidiaries so listed. (iib) Optionee has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transaction and the other transactions contemplated hereby. The execution, execution and delivery and performance by Optionee of this Agreement and the consummation by Optionee of the Transaction and the transactions contemplated hereby do not have been duly and will not validly authorized by all necessary corporate action other than the approval of Optionee's stockholders (with the "Optionee Shareholder Approval") and no other corporate proceedings on the part of Optionee are necessary to authorize this Agreement or without to consummate such transactions, except for the giving Optionee Shareholder Approval. This Agreement has been duly authorized and validly executed and delivered by Optionee and constitutes a legal, valid and binding obligation of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (A) any law, rule or regulation applicable to Optionee, or (B) any contract to which Optionee is a party or by which Optionee or any of Optionee’s properties or assets may be bound or affectedenforceable against it in accordance with its terms. (iiic) Optionee is an employee The representations and warranties set forth in Section 5.2 of the Partnership GroupMerger Agreement are true and correct. (iv) Optionee has had an opportunity to ask the Partnership and its representatives questions and receive answers thereto concerning the terms and conditions of the Options to be granted to Optionee hereunder and has had full access to such other information concerning the Partnership Group as Optionee may have requested in making Optionee’s decision to enter into this Agreement. (v) Optionee acknowledges that the Options are subject to the terms and restrictions contained in the Partnership Agreement, and Optionee has received and reviewed a copy of the Partnership Agreement. (vi) Optionee acknowledges that the Options are not transferable by Optionee except pursuant to the laws of descent and distribution or as may otherwise be specifically authorized by the General Partner in writing. Except as otherwise provided herein, no assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Options shall terminate and become of no further effect. (vii) Optionee has all requisite legal capacity and authority to carry out the transactions contemplated by this Agreement and the Partnership Agreement, and the execution, delivery and performance by Optionee of this Agreement and the Partnership Agreement and all other agreements contemplated hereby and thereby to which Optionee is a party have been duly authorized by Optionee. (viii) Optionee has only relied on the advice of, or has consulted with, Optionee’s own legal, financial and tax advisors, and the determination of Optionee to enter into this Agreement has been made by Optionee independent of any statements or opinions as to the advisability of such action or as to the properties, business, prospects or condition (financial or otherwise) of the Partnership Group which may have been made or given by any other Person or by any agent or employee of such Person and independent of the fact that any other Person has decided to hold Options or Units. (ix) Optionee is not entering into this Agreement to be granted the Options as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Optionee in connection with investments in Securities generally.

Optionee’s Representations and Warranties. In connection with the grant By execution of the Options hereunderthis ----------------------------------------- Agreement, Optionee hereby represents and warrants to the Partnership thatCompany as follows: (ia) Optionee is being granted the Options accepting this Option solely for Optionee’s 's own account for investment and not with a view to or for sale or distribution of the Option or the Option shares and not with any present intention of holding any Securities acquired upon exercise selling, offering to sell, or otherwise disposing of or distributing the Option or the Option Shares. The entire legal and beneficial interest of the Options Option herein accepted is for investment purposes and that will be held for the account of the Optionee only and neither in whole nor part for any other person. (b) Optionee resides in the State of ___________and the Optionee's mailing address is as follows: (c) Optionee provides services to the Company or a Related Corporation and is familiar with the Company and its plans, operations and financial condition. Prior to the acceptance of this Option, Optionee has no intention of selling such Securities acquired upon exercise received and reviewed the documents described in Exhibit "A" attached hereto and ----------- all other information as Optionee deems necessary and appropriate to enable an evaluation of the Options advisability of entering into this Agreement. (d) Optionee acknowledges that the Option and Option shares are to be granted or issued and sold to Optionee without registration in a public distribution reliance upon certain exemptions under the Federal Securities Act of 1933, as amended, and in violation reliance upon certain exemptions from registration requirements under applicable state securities laws. (e) Optionee will make no transfer or assignment of any of the federal securities laws Option Shares except in compliance with the Federal Securities Act of 1933, as amended, or any other applicable state or foreign securities laws. Optionee acknowledges consents and agrees that a legend to such effect may be affixed to the Units underlying certificate or certificates representing the Options have not been registered under the Securities Act or applicable state or foreign securities laws and that any Units acquired upon exercise of the Options will be Option Shares issued to Optionee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Optionee’s representations and agreements contained herein. (iif) The Optionee is aware that no federal or state agency has made the recommendation or endorsement of the Option Shares or any finding or determination as to the fairness of the investment in such Option Shares. (g) Optionee has full legal power and authority to execute and deliver and to perform Optionee's obligations under this Agreement, and such execution, delivery and performance by Optionee of this Agreement and the consummation of the transactions contemplated hereby do not and will not (with or without the giving of noticeviolate any agreement, the lapse of timecontract, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (A) any law, rule rule, decree or regulation applicable to Optionee, or (B) any contract to other legal restriction by which Optionee is a party or by which Optionee or any of Optionee’s properties or assets may be bound or affectedbound. (iiih) Optionee acknowledges and understands that this Agreement is an employee not designed to comply with Section 422 of the Partnership GroupInternal Revenue Code of 1986, as amended. Optionee further understands that the Company makes no warranties or representations regarding the impact the Option or the exercise of the Option will have on Optionee's federal or particular state income tax liabilities. (ivi) Optionee has had an opportunity to ask the Partnership and its representatives questions of and receive answers thereto from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of the Options to be granted to Optionee hereunder and has had full access to such other information concerning the Partnership Group as Optionee may have requested in making Optionee’s decision to enter into this AgreementOption. (vj) Optionee acknowledges that the Options are subject has taxable income and a net worth sufficient to the terms provide for Optionee's current needs and restrictions contained possible personal contingencies; and has no need for liquidity of an investment in the Partnership Agreement, and Optionee has received and reviewed a copy of the Partnership AgreementCompany. (vi) Optionee acknowledges that the Options are not transferable by Optionee except pursuant to the laws of descent and distribution or as may otherwise be specifically authorized by the General Partner in writing. Except as otherwise provided herein, no assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Options shall terminate and become of no further effect. (viik) Optionee has all requisite legal capacity such knowledge and authority to carry out experience in financial matters that Optionee is capable of evaluating the transactions contemplated by this Agreement relative risks and merits of an investment in the Partnership Agreement, and Company. The Company may require that the execution, delivery and performance by Optionee provide it with a certificate at the time of exercise of this Agreement Option confirming that the representations and the Partnership Agreement warranties set forth in this Section 9 are true and all other agreements contemplated hereby and thereby to which Optionee is a party have been duly authorized by Optionee. (viii) Optionee has only relied on the advice of, or has consulted with, Optionee’s own legal, financial and tax advisors, and the determination of Optionee to enter into this Agreement has been made by Optionee independent of any statements or opinions correct as to the advisability of such action or as to the properties, business, prospects or condition (financial or otherwise) of the Partnership Group which date of exercise or with such other documents or instruments as may have been made be necessary or given by any other Person desirable in order to establish that the issuance is exempt from registration under or by any agent or employee to comply with the requirements of such Person all federal and independent of the fact that any other Person has decided to hold Options or Unitsapplicable state securities laws. (ix) Optionee is not entering into this Agreement to be granted the Options as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Optionee in connection with investments in Securities generally.

Optionee’s Representations and Warranties. In connection with the grant By execution of the Options hereunderthis ----------------------------------------- Agreement, Optionee hereby represents and warrants to the Partnership thatCompany as follows: (ia) Optionee is being granted the Options accepting this Option solely for Optionee’s 's own account for investment and not with a view to or for sale or distribution of the Option or the Option shares and not with any present intention of holding any Securities acquired upon exercise selling, offering to sell, or otherwise disposing of or distributing the Option or the Option Shares. The entire legal and beneficial interest of the Options Option herein accepted is for investment purposes and that Optionee has no intention of selling such Securities acquired upon exercise will be held for the account of the Options Optionee only and neither in a public distribution in violation of the federal securities laws or whole nor part for any applicable state or foreign securities laws. Optionee acknowledges that the Units underlying the Options have not been registered under the Securities Act or applicable state or foreign securities laws and that any Units acquired upon exercise of the Options will be issued to Optionee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Optionee’s representations and agreements contained hereinother person. (iib) The execution, delivery and performance by Optionee resides in the State of this Agreement ________ and the consummation of the transactions contemplated hereby do not and will not (with or without the giving of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (A) any law, rule or regulation applicable to Optionee, or (B) any contract to which Optionee 's mailing address is a party or by which Optionee or any of Optionee’s properties or assets may be bound or affected.as follows: (iiic) Optionee is an employee of the Partnership Group. (iv) Company or of a Related Corporation and is familiar with the Company and its plans, operations and financial condition. Prior to the acceptance of this Option, Optionee has had received and reviewed the documents described in Exhibit "A" attached hereto and ----------- all other information as Optionee deems necessary and appropriate to enable an opportunity to ask the Partnership and its representatives questions and receive answers thereto concerning the terms and conditions evaluation of the Options to be granted to Optionee hereunder and has had full access to such other information concerning the Partnership Group as Optionee may have requested in making Optionee’s decision to enter advisability of entering into this Agreement. (vd) Optionee acknowledges that the Options Option and Option shares are subject to be granted or issued and sold to Optionee without registration in reliance upon certain exemptions under the Federal Securities Act of 1933, as amended, and in reliance upon certain exemptions from registration requirements under applicable state securities laws. (e) Optionee will make no transfer or assignment of any of the Option Shares except in compliance with the Federal Securities Act of 1933, as amended, or any other applicable securities laws. Optionee consents and agrees that a legend to such effect may be affixed to the terms certificate or certificates representing the Option Shares issued to Optionee. (f) Optionee is aware that no federal or state agency has made the recommendation or endorsement of the Option Shares or any finding or determination as to the fairness of the investment in such Option Shares. (g) Optionee has full legal power and restrictions contained in the Partnership authority to execute and deliver and to perform Optionee's obligations under this Agreement, and Optionee has received and reviewed a copy of the Partnership Agreement. (vi) Optionee acknowledges that the Options are not transferable by Optionee except pursuant to the laws of descent and distribution or as may otherwise be specifically authorized by the General Partner in writing. Except as otherwise provided herein, no assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Options shall terminate and become of no further effect. (vii) Optionee has all requisite legal capacity and authority to carry out the transactions contemplated by this Agreement and the Partnership Agreement, and the execution, delivery and performance will not violate any agreement, contract, law, rule, decree or other legal restriction by which Optionee of is bound. (h) Optionee acknowledges and understands that this Agreement and is designed to comply with Section 422 of the Partnership Agreement and all other agreements contemplated hereby Internal Revenue Code of 1986, as amended, and thereby to which provide Optionee is a party have been duly authorized by Optionee. (viii) with certain federal income tax advantages. Optionee has only relied on further understands that the advice of, Company makes no warranties or has consulted with, Optionee’s own legal, financial and tax advisors, and representations regarding the determination of Optionee to enter into this Agreement has been made by Optionee independent of any statements impact the Option or opinions as to the advisability of such action or as to the properties, business, prospects or condition (financial or otherwise) exercise of the Partnership Group which Option will have on Optionee's federal or particular state income tax liabilities. The Company may have been made or given by any other Person or by any agent or employee require that the Optionee provide it with a certificate at the time of such Person exercise of this Option confirming that the representations and independent warranties set forth in this Section 9 are true and correct as of the fact date of exercise or with such other documents or instruments as may be necessary or desirable in order to establish that any other Person has decided the issuance is exempt from registration under or to hold Options or Unitscomply with the requirements of all federal and applicable state securities laws. (ix) Optionee is not entering into this Agreement to be granted the Options as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Optionee in connection with investments in Securities generally.