Common use of Representation Regarding Acquisition of Restricted Shares Clause in Contracts

Representation Regarding Acquisition of Restricted Shares. Unless and until a Form S-8 or Form S-3 has been filed with respect to the shares granted pursuant to this Agreement: (i) The Participant understands, represents and agrees that this transaction has not been approved or disapproved by the Securities and Exchange Commission or any administrative agency charged with the administration of the securities laws of any state; that he is a director of the Company who has access to and is knowledgeable about the Company, its business, opportunities, risks and uncertainties, and the material facts and circumstances relating to any investment therein; and that all documents, records and books pertaining to this investment have been made available upon reasonable notice for inspection by him or his purchaser representative, counsel, accountant or business advisor. The Participant hereby represents, warrants and confirms as follows: (A) the Participant (a) is able to bear the economic risks of this investment, (b) is able to hold this investment for an indefinite period of time, (c) is presently able to afford a complete loss of this investment and (d) has no need for liquidity in this investment; (B) the Restricted Shares will be acquired by him in good faith solely for his own account for investment purposes only and are not being acquired with a view to or for the resale, distribution, subdivision or fractionalization thereof; (C) the Participant has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person any of the Restricted Shares or any part thereof and has no present plans to enter into any such contract, undertaking, agreement or arrangement; (D) the Participant understands that the legal consequences of the representations and warranties set forth herein are that he must bear the economic risks of this investment for an indefinite period of time because the Restricted Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), or the securities law of any state and, therefore, cannot be sold unless they are subsequently so registered (which the Company may not be obligated to do) or an exemption from such registration is available; (E) the Participant understands that no federal or state agency has passed on or made any recommendation or endorsement of the Restricted Shares and that the Company is relying on the truth and accuracy of the representations, declarations and warranties made herein by the Participant in offering the Restricted Shares to him without having first registered the Restricted Shares under the Act and any applicable state securities laws; (F) the Participant consents to the placement of a legend or legends on any certificate evidencing the Restricted Shares, which legend or legends may be in the following or any equivalent form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION THEREUNDER. THE SALE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED HEREBY IS RESTRICTED THEREUNDER AND, IN ANY EVENT, IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION THEREUNDER. BY ACQUIRING THE SECURITIES REPRESENTED HEREBY, THE PARTICIPANT REPRESENTED THAT HE HAS ACQUIRED SUCH SECURITIES FOR INVESTMENT PURPOSES ONLY, AND THE PARTICIPANT AGREED THAT HE WOULD NOT SELL OR OTHERWISE DISPOSE OF SUCH SECURITIES WITHOUT REGISTRATION OR OTHER COMPLIANCE THEREWITH. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” ; and (G) the Participant (a) is an “accredited investor” as defined in Rule 501(a) under the Act, (b) is not, and is not required to be, registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and (c) is not acquiring the Restricted Shares as a result of any general solicitation or general advertisement. (ii) The foregoing representations, warranties and undertakings are made by the Participant with the intent that they be relied upon in determining his suitability as an investor in the Company, and the Participant hereby agrees that such representations, warranties and undertakings shall survive the acquisition of the Restricted Shares.

Representation Regarding Acquisition of Restricted Shares. Unless and until a Form S-8 or Form S-3 has been filed with respect to the shares granted pursuant to this AgreementStock: (i) The Participant Stockholder understands, represents and agrees that this transaction the acquisition of the Stock has not been approved or disapproved by the Securities and Exchange Commission or any administrative agency charged with the administration of the securities laws of any state; that he is a director senior executive officer of the Company who has access to and is knowledgeable about the Company, its business, opportunities, risks and uncertainties, and the material facts and circumstances relating to any investment therein; and that all documents, records and books pertaining to this investment have been made available upon reasonable notice for inspection by him her or his her purchaser representative, counsel, accountant or business advisor. The Participant Stockholder hereby represents, warrants and confirms as follows: (A) the Participant Stockholder (a) is able to bear the economic risks of this investment, (b) is able to hold this investment for an indefinite period of time, (c) is presently able to afford a complete loss of this investment and (d) has no need for liquidity in this investment; (B) the Restricted Shares Stock was and/or will be acquired by him her in good faith solely for his her own account for investment purposes only and are not being acquired with a view to or for the resale, distribution, subdivision or fractionalization thereof; (C) the Participant Stockholder has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person any of the Restricted Shares Stock or any part thereof and has no present plans to enter into any such contract, undertaking, agreement or arrangement; (D) the Participant Stockholder understands that the legal consequences of the representations and warranties set forth herein are that he she must bear the economic risks of this investment for an indefinite period of time because the Restricted Shares have Stock has not been registered under the Securities Act of 1933, as amended (the “Act”), or the securities law of any state and, therefore, cannot be sold unless they are subsequently so registered (which the Company may not be obligated to do) or an exemption from such registration is available; (E) the Participant Stockholder understands that no federal or state agency has passed on or made any recommendation or endorsement of the Restricted Shares Stock and that the Company is relying on the truth and accuracy of the representations, declarations and warranties made herein by the Participant Stockholder in offering the Restricted Shares Stock to him her without having first registered the Restricted Shares Stock under the Act and any applicable state securities laws; (F) the Participant Stockholder consents to the placement of a legend or legends on any certificate evidencing the Restricted SharesStock, which legend or legends may be in the following or any equivalent form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION THEREUNDER. THE SALE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED HEREBY IS RESTRICTED THEREUNDER AND, IN ANY EVENT, IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION THEREUNDER. BY ACQUIRING THE SECURITIES REPRESENTED HEREBY, THE PARTICIPANT STOCKHOLDER REPRESENTED THAT HE SHE HAS ACQUIRED SUCH SECURITIES FOR INVESTMENT PURPOSES ONLY, AND THE PARTICIPANT STOCKHOLDER AGREED THAT HE SHE WOULD NOT SELL OR OTHERWISE DISPOSE OF SUCH SECURITIES WITHOUT REGISTRATION OR OTHER COMPLIANCE THEREWITH. .” AND/OR “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” ; and (G) the Participant Stockholder (a) is an “accredited investor” as defined in Rule 501(a) under the Act, (b) is not, and is not required to be, registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and (c) is not and will not be acquiring the Restricted Shares Stock as a result of any general solicitation or general advertisement. (ii) The foregoing representations, warranties and undertakings are made by the Participant Stockholder with the intent that they be relied upon in determining his suitability as an investor in the Company, and the Participant Stockholder hereby agrees that such representations, warranties and undertakings shall survive the acquisition of Stock. (iii) The acquisition of the Restricted Sharessecurities that are the subject of this Agreement has not been qualified with the Commissioner of Corporations of the State of California and the issuance of the securities or the payment or receipt of any part of the consideration therefor prior to the qualification is unlawful, unless the purchase of securities is exempt from the qualification by Section 25100, 25102, or 25105 of the California Corporations Code. The rights of all parties to this Agreement are expressly conditioned upon the qualification being obtained, unless the ownership is so exempt.

Representation Regarding Acquisition of Restricted Shares. Unless and until a Form S-8 or Form S-3 has been filed with respect to the shares granted pursuant Shares, the Participant hereby represents and warrants to this Agreementthe Corporation: (ia) The the Participant understands, represents understands and agrees that this transaction the acquisition of the Restricted Shares has not been approved or disapproved by the Securities and Exchange Commission or any administrative agency charged with the administration of the securities laws of any state; that he or she is a director senior executive officer of the Company Corporation who has access to and is knowledgeable about the CompanyCorporation, its business, opportunities, risks and uncertainties, and the material facts and circumstances relating to any investment therein; and that all documents, records and books pertaining to this investment have been made available upon reasonable notice for inspection by him his or his her purchaser representative, counsel, accountant or business advisor. The Participant hereby represents, warrants and confirms as follows:; (Ab) the Participant he or she (ai) is able to bear the economic risks of this investment, (bii) is able to hold this investment for an indefinite period of time, (ciii) is presently able to afford a complete loss of this investment and (div) has no need for liquidity in this investment; (Bc) the Restricted Shares were and/or will be acquired by him or her in good faith solely for his or her own account for investment purposes only and are not being acquired with a view to or for the resale, distribution, subdivision or fractionalization thereof; (Cd) the Participant he or she has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person any of the Restricted Shares or any part thereof and has no present plans to enter into any such contract, undertaking, understanding, agreement or arrangement; (De) the Participant he or she understands that the legal consequences of the representations and warranties set forth herein are that he or she must bear the economic risks of this investment for an indefinite period of time because the Restricted Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), or the securities law of any state and, therefore, cannot be sold unless they are subsequently so registered (which the Company Corporation may not be obligated to do) or an exemption from such registration is availableavailable and such sale is permitted by the Stockholders Agreement; (Ef) the Participant he or she understands that no federal or state agency has passed on or made any recommendation or endorsement of the Restricted Shares and that the Company Corporation is relying on the truth and accuracy of the representations, declarations and warranties made herein by the Participant in offering the Restricted Shares to him or her without having first registered the Restricted Shares under the Securities Act and any applicable state securities laws; (Fg) the Participant consents to the placement of a legend he or legends on any certificate evidencing the Restricted Shares, which legend or legends may be in the following or any equivalent form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION THEREUNDER. THE SALE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED HEREBY IS RESTRICTED THEREUNDER AND, IN ANY EVENT, IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION THEREUNDER. BY ACQUIRING THE SECURITIES REPRESENTED HEREBY, THE PARTICIPANT REPRESENTED THAT HE HAS ACQUIRED SUCH SECURITIES FOR INVESTMENT PURPOSES ONLY, AND THE PARTICIPANT AGREED THAT HE WOULD NOT SELL OR OTHERWISE DISPOSE OF SUCH SECURITIES WITHOUT REGISTRATION OR OTHER COMPLIANCE THEREWITH. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” ; and she (G) the Participant (ai) is an “accredited investor” as defined in Rule 501(a) under the Securities Act, (bii) is not, and is not required to be, registered as a broker-dealer under the Securities Exchange Act of 1934, as amendedAct, and (ciii) is not and will not be acquiring the Restricted Shares as a result of any general solicitation or general advertisement.; (iih) The foregoing he or she has completed his or her own independent inquiry and has relied fully upon the advice of his or her own legal counsel, accountants, financial and other advisors in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for the Participant and his or her particular circumstances and has not relied upon any representation or advice by any stockholder of the Corporation or the Board; and (i) no representations, warranties and undertakings are or guarantees have been made by to the Participant as to the returns or performance of the Corporation, or with respect to any other matter, by any of the Board, the Corporation or any other Person affiliated with the intent that they be relied upon in determining his suitability as an investor in the Company, and the Participant hereby agrees that such representations, warranties and undertakings shall survive the acquisition of the Restricted SharesCorporation.

Representation Regarding Acquisition of Restricted Shares. Unless and until a Form S-8 or Form S-3 has been filed with respect to the shares granted pursuant to this Agreement: (i) The Participant understands, represents and agrees that this transaction has not been approved or disapproved by the Securities and Exchange Commission or any administrative agency charged with the administration of the securities laws of any state; that he she is a director senior executive officer of the Company who has access to and is knowledgeable about the Company, its business, opportunities, risks and uncertainties, and the material facts and circumstances relating to any investment therein; and that all documents, records and books pertaining to this investment have been made available upon reasonable notice for inspection by him her or his her purchaser representative, counsel, accountant or business advisor. The Participant hereby represents, warrants and confirms as follows: (A) the Participant (a) is able to bear the economic risks of this investment, (b) is able to hold this investment for an indefinite period of time, (c) is presently able to afford a complete loss of this investment and (d) has no need for liquidity in this investment; (B) the Restricted Shares will be acquired by him her in good faith solely for his her own account for investment purposes only and are not being acquired with a view to or for the resale, distribution, subdivision or fractionalization thereof; (C) the Participant has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person any of the Restricted Shares or any part thereof and has no present plans to enter into any such contract, undertaking, agreement or arrangement; (D) the Participant understands that the legal consequences of the representations and warranties set forth herein are that he she must bear the economic risks of this investment for an indefinite period of time because the Restricted Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), or the securities law of any state and, therefore, cannot be sold unless they are subsequently so registered (which the Company may not be obligated to do) or an exemption from such registration is available; (E) the Participant understands that no federal or state agency has passed on or made any recommendation or endorsement of the Restricted Shares and that the Company is relying on the truth and accuracy of the representations, declarations and warranties made herein by the Participant in offering the Restricted Shares to him her without having first registered the Restricted Shares under the Act and any applicable state securities laws; (F) the Participant consents to the placement of a legend or legends on any certificate evidencing the Restricted Shares, which legend or legends may be in the following or any equivalent form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION THEREUNDER. THE SALE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED HEREBY IS RESTRICTED THEREUNDER AND, IN ANY EVENT, IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION THEREUNDER. BY ACQUIRING THE SECURITIES REPRESENTED HEREBY, THE PARTICIPANT REPRESENTED THAT HE SHE HAS ACQUIRED SUCH SECURITIES FOR INVESTMENT PURPOSES ONLY, AND THE PARTICIPANT AGREED THAT HE SHE WOULD NOT SELL OR OTHERWISE DISPOSE OF SUCH SECURITIES WITHOUT REGISTRATION OR OTHER COMPLIANCE THEREWITH. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” ; and (G) the Participant (a) is an “accredited investor” as defined in Rule 501(a) under the Act, (b) is not, and is not required to be, registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and (c) is not acquiring the Restricted Shares as a result of any general solicitation or general advertisement. (ii) The foregoing representations, warranties and undertakings are made by the Participant with the intent that they be relied upon in determining his her suitability as an investor in the Company, and the Participant hereby agrees that such representations, warranties and undertakings shall survive the acquisition of the Restricted Shares. (iii) The offer of the securities that are the subject of this Agreement has not been qualified with the Commissioner of Corporations of the State of California and the issuance of the securities or the payment or receipt of any part of the consideration therefor prior to the qualification is unlawful, unless the purchase of securities is exempt from the qualification by Section 25100, 25102, or 25105 of the California Corporations Code. The rights of all parties to this Agreement are expressly conditioned upon the qualification being obtained, unless the ownership is so exempt.