Common use of Participant Representations; Acknowledgments Clause in Contracts

Participant Representations; Acknowledgments. (a) By executing this Option Grant Agreement, the Participant hereby represents and warrants to the Company that the statements in this Section 15(a) are true and correct as of the date of this Agreement and will continue to be true and correct as long as the Option is outstanding: (i) The Participant possesses such expertise, knowledge, and sophistication in financial and business matters generally and that he/she is capable of evaluating the merits and risks of receiving the Option; and (ii) The Participant has had access to all of the information and individuals with respect to the Option and his/her receipt thereof, including without limitation information relating to the Company and risks related to any investment therein, that he/she deems necessary to make a complete evaluation thereof. (b) The Participant hereby acknowledges receipt of a copy of the Plan. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive. The Participant further acknowledges that no exercise of the Option or any portion thereof shall be effective unless and until (A) prior to the later to occur of (i) the Initial Public Offering and (ii) the seventh anniversary of the Effective Date, the Participant has executed the Management Stockholders’ Agreement and the Participant hereby agrees to be bound thereby, and (B) the Participant has entered into the shareholder nominee agreement and such other arrangements as are required by the Company pursuant to Section 8 hereof. The Participant further acknowledges that if, following the date the Participant receives the Option pursuant to this Agreement, the Company determines that any of the representations made by the Participant under this Section 15 is inaccurate, the grant of the Option to the Participant pursuant to this Agreement may, in the sole discretion of the Board, be rescinded and deemed null and void.

Participant Representations; Acknowledgments. (a) By executing this Option Grant Agreement, the Participant hereby represents and warrants to the Company that the statements in this Section 15(a) are true and correct as of the date of this Agreement and will continue to be true and correct as long as the any GBTG Option is outstanding: (i) The Participant he/she is an “accredited investor,” as defined in Rule 501(a) under the Securities Act, which means that you are: (1) A person whose individual net worth, or joint net worth with your spouse, exceeds U.S. $1,000,000 (without including the person’s primary residence as an asset); or (2) A person whose income exceeded U.S. $200,000 in each of the two most recent years, or joint income with your spouse exceeded U.S. $300,000 in each of those years, and you have a reasonable expectation of reaching the same income level in this year; (ii) he/she possesses such expertise, knowledge, and sophistication in financial and business matters generally and that he/she is capable of evaluating the merits and risks of receiving the each GBTG Option; and (iiiii) The Participant he/she has had access to all of the information and individuals with respect to the each GBTG Option and his/her receipt thereof, including without limitation information relating to the Company and risks related to any investment therein, that he/she deems necessary to make a complete evaluation thereof. (b) The Participant hereby acknowledges receipt of a copy of the Plan. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the any GBTG Option shall be final and conclusive. The Participant further acknowledges that no exercise of the Option or any portion thereof shall be effective unless and until (A) prior to the later to occur of (i) the Initial Public Offering and (ii) the seventh anniversary of the Effective Date, the Participant has executed the Management Stockholders’ Agreement and the Participant hereby agrees to be bound thereby, and (B) the Participant has entered into the shareholder nominee agreement and such other arrangements as are required by the Company pursuant to Section 8 hereof. The Participant further acknowledges that if, following the date the Participant receives the a GBTG Option pursuant to this Agreement, the Company determines that any of the representations made by the Participant under this Section 15 is inaccurate, the grant of the such GBTG Option to the Participant pursuant to this Agreement may, in the sole discretion of the Board, be rescinded and deemed null and void.

Participant Representations; Acknowledgments. 3 (a) By executing this Option Grant Agreement, the Participant hereby represents and warrants to the Company that the statements in this Section 15(a18(a) are true and correct as of the date of this Agreement and will continue to be true and correct as long as the Option is outstanding: (i) The Participant [he/she is an "accredited investor," as defined in Rule 501(a) under the Securities Act, which means that you are: (1) A person whose individual net worth, or joint net worth with your spouse, exceeds U.S.$1,000,000 (without including the person's primary residence as an asset); or (2) A person whose income exceeded U.S.$200,000 in each of the two most recent years, or joint income with your spouse exceeded U.S.$300,000 in each of those years, and you have a reasonable expectation of reaching the same income level in this year;]4 (ii) he/she possesses such expertise, knowledge, and sophistication in financial and business matters generally and that he/she is capable of evaluating the merits and risks of receiving the Option; and (iiiii) The Participant he/she has had access to all of the information and individuals with respect to the Option and his/her receipt thereof, including without limitation information relating to the Company and risks related to any investment therein, that he/she deems necessary to make a complete evaluation thereof. (b) The Participant hereby acknowledges receipt of a copy of the Plan. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive. The Participant further acknowledges that prior to the one-hundred eightieth day following an Initial Public Offering, no exercise of the Option or any portion thereof shall be effective unless and until (A) prior to the later to occur of (i) the Initial Public Offering and (ii) the seventh anniversary of the Effective Date, the Participant has executed the Management Stockholders’ ' Agreement and the Participant hereby agrees to be bound thereby, and (B) the Participant has entered into the shareholder nominee agreement and such other arrangements as are required by the Company pursuant to Section 8 hereof. The Participant further acknowledges that if, following the date the Participant receives the Option pursuant to this Agreement, the Company determines that any of the representations made by the Participant under this Section 15 18 is inaccurate, the grant of the Option to the Participant pursuant to this Agreement may, in the sole discretion of the Board, be rescinded and deemed null and void.. _________________________ 4 NTD: To be included for Participants who are located in the U.S. ​ ​