Common use of Representation of Participant Clause in Contracts

Representation of Participant. Participant represents and warrants to the Company as follows: (a) Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. (b) The Options exercised herewith are exercisable only according to the schedule in the Option Agreement. (c) Participant is aware of the business affairs and financial condition of the Company and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) Participant has business or financial experience sufficient to enable Participant to protect Participant's own interests in connection with the exercise of these Options. (e) Participant is acquiring the Shares for investment for Participant's own account only and not with a view to, for the resale in connection with, any "distribution" thereof within the meaning if the Securities Act of 1933, as amended (the "Securities Act"). (f) Participant acknowledges and understands that the Shares are "restricted securities" and have not been registered under the Securities Act in reliance upon a specific exemption from registration. Participant acknowledges that such exemption depends upon, among other things, the bona fide nature of Participant's investment intent as expressed herein. Participant further 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. Participant further acknowledges and understands that the Company is under no obligation to register the Shares. Participant understands that the certificate representing the Shares will bear a legend that 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 law. The Company will not require an opinion of counsel where the transaction is made pursuant to a registration or Rule 144. (g) Participant is aware of the adoption 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 Company in a nonpublic offering, subject to the satisfaction of certain conditions. Participant further understands that if the applicable requirements of Rule 701 or Rule 144 are not satisfied, the sale of the Shares will require registration under the Securities Act or compliance with a registration exemption. Participant understands that no assurances can be given that the Shares will be registered or that any exemption from registration will be available. (h) Participant further agrees that if Participant is acquiring the Shares in accordance with and subject to the terms of the Option Agreement and the Plan, including any share repurchase right or right of first refusal, to all of which Participant expressly assents.