Common use of Representations of Grantee Clause in Contracts

Representations of Grantee. Grantee hereby represents to the Company that: (a) Grantee is an “accredited investor,” as such term is defined in Rule 501 of the Securities Act due to his status as an executive officer of the Company. (b) Grantee understands that this Agreement and the Plan contain substantial restrictions on the transferability of the Award and provide that, in the event that the conditions relating to the transfer of any portion of the Award in such document has not been satisfied, the holder shall not transfer any portion of the Award, and unless otherwise specified, the Company will not recognize the transfer of the Award on its books and records, or issue any certificates representing the Shares issued in settlement of this Award, and any purported transfer not in accordance with the terms of this Agreement, the Plan and Applicable Laws shall be void. Grantee will sell, transfer or otherwise dispose of the Award only in a manner consistent with its representations set forth herein and then only in accordance with this Agreement, the Plan and Applicable Laws. (c) Grantee understands that, unless registered: (i) the Shares issued in settlement of this Award will be characterized as "restricted securities" under the U.S. federal securities laws and the certificates representing such Shares shall bear the following legends: and (ii) any Shares issued in settlement of this Award may not be sold, transferred or otherwise disposed of except in compliance with Applicable Laws. In addition, Grantee acknowledges and agrees that stop transfer instructions shall be imposed with respect to each certificate representing the Shares issued in settlement of this Award. (d) Grantee understands that the Company is under no obligation to register for resale the Shares issuable in settlement of the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Grantee or other subsequent transfers by Grantee of any Shares issued in settlement of the Award, including without limitation (i) restrictions under an xxxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act covering the Shares issuable in settlement of the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for such resales or other transfers. Any resale of the Shares issued in settlement of this Award must also comply with all other Applicable Laws.

Representations of Grantee. The Grantee hereby represents and warrants to the Company Foundation that: (a) The Grantee is an “accredited investor,” as such term is defined a municipal corporation, duly formed, validly existing and in Rule 501 good standing under the laws of the Securities Act due to his status as an executive officer State of the CompanyCalifornia. (b) Grantee understands that this This Agreement has been duly authorized, executed and delivered by the Plan contain substantial restrictions on the transferability Grantee, and constitutes a legal, valid, and binding obligation of the Award and provide that, in Grantee for the event that the conditions relating to the transfer of any portion benefit of the Award in such document has not been satisfied, the holder shall not transfer any portion of the Award, and unless otherwise specified, the Company will not recognize the transfer of the Award on its books and records, or issue any certificates representing the Shares issued in settlement of this Award, and any purported transfer not in accordance with the terms of this Agreement, the Plan and Applicable Laws shall be void. Grantee will sell, transfer or otherwise dispose of the Award only in a manner consistent with its representations set forth herein and then only in accordance with this Agreement, the Plan and Applicable LawsFoundation. (c) All proceedings legally required to be taken by the Grantee understands that, unless registered: (i) in connection with the Shares issued in settlement authorization of this Award will Agreement and of the transactions related thereto, and all approvals, authorizations, consents and other orders of public boards or bodies as may be characterized as "restricted securities" under legally required to be obtained by the U.S. federal securities laws and Grantee prior to the certificates representing such Shares shall bear the following legends: and (ii) any Shares issued in settlement of this Award may not be sold, transferred or otherwise disposed of except in compliance with Applicable Laws. In addition, Grantee acknowledges and agrees that stop transfer instructions shall be imposed date hereof with respect to each certificate representing the Shares issued in settlement all or any of this Awardsuch matters, have been taken or obtained. (d) Grantee understands that The execution and delivery of this Agreement by the Company is under no obligation to register for resale Grantee, and the Shares issuable in settlement of performance by the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Grantee or other subsequent transfers by Grantee of any Shares issued in settlement of the Awardits obligations hereunder, including without limitation do not (i) restrictions under an xxxxxxx xxxxxxx policyviolate any provisions of the Articles of Incorporation, Bylaws or other governing instrument of the Grantee, (ii) restrictions that may be necessary in violate any law, rule or regulation having applicability to the absence of an effective registration statement under Grantee or any order, writ, judgment, decree, determination or award to which the Securities Act covering the Shares issuable in settlement of the Award and Grantee is a party or (iii) restrictions as result in the breach of or constitute a default under any agreement, lease or instrument to which the Grantee is a party or by which the Grantee is bound. (e) No audit, investigation, proceeding or other inquiry is pending by the Internal Revenue Service, the Franchise Tax Board or the Attorney General of any state with respect to the use of a specified brokerage firm Grantee or any affiliated organization, and no legal, administrative or other agent for such resales or other transfers. Any resale proceeding is pending that questions the legality of the Shares issued Grant, except as is disclosed on Schedule C attached hereto. (f) Grantee acknowledges that it has a written policy that addresses its commitment to keep children safe from sexual abuse by preventing, recognizing, and responding to situations both on and off the playing field that in settlement of this Award must also comply with all other Applicable Lawsany way compromises their safety.

Representations of Grantee. The Grantee hereby represents and warrants to the Company Foundation that: (a) The Grantee is an exempt from federal income tax under IRS Section 501(c)(3) and it is not a private foundation as defined in IRS Section 509(a). The Grantee further represents and warrants that (a) the facts supporting the Grantee’s tax-exempt and public charity status under IRS Sections 501(c)(3) and 509(a) have not changed since the issuance of its IRS determination letter, (b) it is not aware of any facts which could result in a change in its tax-exempt and public charity status under IRS Sections 501(c)(3) or 509(a) or relevant state law, or the imposition of excise taxes under IRS Section 4958 dealing with “accredited investorintermediate sanctions,” as such term is defined in Rule 501 (c) the receipt of the Securities Act due to his grant funds will not change the Grantee’s public charity status as an executive officer under IRS Section 509(a) and (d) that the Grantee does not support or conduct, directly or indirectly, violence or terrorist activities of any kind. Such representations and warranties shall continue through the Companycompletion date of this Grant. (b) Grantee understands that this This Agreement has been duly authorized, executed and delivered by the Plan contain substantial restrictions on the transferability Grantee, and constitutes a legal, valid and binding obligation of the Award and provide that, in Grantee for the event that the conditions relating to the transfer of any portion benefit of the Award in such document has not been satisfied, the holder shall not transfer any portion of the Award, and unless otherwise specified, the Company will not recognize the transfer of the Award on its books and records, or issue any certificates representing the Shares issued in settlement of this Award, and any purported transfer not in accordance with the terms of this Agreement, the Plan and Applicable Laws shall be void. Grantee will sell, transfer or otherwise dispose of the Award only in a manner consistent with its representations set forth herein and then only in accordance with this Agreement, the Plan and Applicable LawsFoundation. (c) All proceedings legally required to be taken by the Grantee understands that, unless registered: (i) in connection with the Shares issued in settlement authorization of this Award will Agreement and of the transactions related thereto, and all approvals, authorizations, consents and other orders of public boards or bodies as may be characterized as "restricted securities" under legally required to be obtained by the U.S. federal securities laws and Grantee prior to the certificates representing such Shares shall bear the following legends: and (ii) any Shares issued in settlement of this Award may not be sold, transferred or otherwise disposed of except in compliance with Applicable Laws. In addition, Grantee acknowledges and agrees that stop transfer instructions shall be imposed date hereof with respect to each certificate representing the Shares issued in settlement all or any of this Awardsuch matters, have been taken or obtained. (d) Grantee understands that The execution and delivery of this Agreement by the Company is under no obligation to register for resale Grantee, and the Shares issuable in settlement of performance by the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Grantee or other subsequent transfers by Grantee of any Shares issued in settlement of the Awardits obligations hereunder, including without limitation do not (i) restrictions under an xxxxxxx xxxxxxx policyviolate any provisions of the Articles of Incorporation, Bylaws or other governing instrument of the Grantee, (ii) restrictions that may be necessary in violate any law, rule or regulation having applicability to the absence of an effective registration statement under Grantee or any order, writ, judgment, decree, determination or award to which the Securities Act covering the Shares issuable in settlement of the Award and Grantee is a party or (iii) restrictions as result in the breach of or constitute a default under any agreement, lease or instrument to which the Grantee is a party or by which the Grantee is bound. (e) No audit, investigation, proceeding or other inquiry is pending by the Internal Revenue Service, the Franchise Tax Board or the Attorney General of any state with respect to the use of a specified brokerage firm Grantee or any affiliated organization, and no legal, administrative or other agent for such resales or other transfers. Any resale proceeding is pending that questions the legality of the Shares issued Grant, except as is disclosed on Schedule C attached hereto. (f) Grantee acknowledges that it has a written policy that addresses its commitment to keep children safe from sexual abuse by preventing, recognizing and responding to situations both on and off the playing field that in settlement of this Award must also comply with all other Applicable Lawsany way compromises their safety.

Representations of Grantee. The Grantee hereby represents and warrants to the Company Foundation that: (a) The Grantee is an “accredited investor,” as such term is defined a municipal corporation acting through its Department of Parks & Recreation, located at 000 X. Xxxxx Xx. Xxxxxxx, XX 00000, duly formed, validly existing and in Rule 501 good standing under the laws of the Securities Act due State of California, and has the legal power and authority to his status as an executive officer of the Companyconduct its business, to own its properties and to execute and deliver, and to perform its obligations under, this Agreement. (b) Grantee understands that this This Agreement has been duly authorized, executed and delivered by the Plan contain substantial restrictions on the transferability Grantee, and constitutes a legal, valid and binding obligation of the Award and provide that, in Grantee for the event that the conditions relating to the transfer of any portion benefit of the Award in such document has not been satisfied, the holder shall not transfer any portion of the Award, and unless otherwise specified, the Company will not recognize the transfer of the Award on its books and records, or issue any certificates representing the Shares issued in settlement of this Award, and any purported transfer not in accordance with the terms of this Agreement, the Plan and Applicable Laws shall be void. Grantee will sell, transfer or otherwise dispose of the Award only in a manner consistent with its representations set forth herein and then only in accordance with this Agreement, the Plan and Applicable LawsFoundation. (c) All proceedings legally required to be taken by the Grantee understands that, unless registered: (i) in connection with the Shares issued in settlement authorization of this Award will Agreement and of the transactions related thereto, and all approvals, authorizations, consents and other orders of public boards or bodies as may be characterized as "restricted securities" under legally required to be obtained by the U.S. federal securities laws and Grantee prior to the certificates representing such Shares shall bear the following legends: and (ii) any Shares issued in settlement of this Award may not be sold, transferred or otherwise disposed of except in compliance with Applicable Laws. In addition, Grantee acknowledges and agrees that stop transfer instructions shall be imposed date hereof with respect to each certificate representing the Shares issued in settlement all or any of this Awardsuch matters, have been taken or obtained. (d) Grantee understands that The execution and delivery of this Agreement by the Company is under no obligation to register for resale Grantee, and the Shares issuable in settlement of performance by the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Grantee or other subsequent transfers by Grantee of any Shares issued in settlement of the Awardits obligations hereunder, including without limitation do not (i) restrictions under an xxxxxxx xxxxxxx policyviolate any provisions of the Articles of Incorporation, Bylaws or other governing instrument of the Grantee, (ii) restrictions that may be necessary in violate any law, rule or regulation having applicability to the absence of an effective registration statement under Grantee or any order, writ, judgment, decree, determination or award to which the Securities Act covering the Shares issuable in settlement of the Award and Grantee is a party or (iii) restrictions as result in the breach of or constitute a default under any agreement, lease or instrument to which the Grantee is a party or by which the Grantee is bound. (e) No audit, investigation, proceeding or other inquiry is pending by the Internal Revenue Service, the Franchise Tax Board or the Attorney General of any state with respect to the use of a specified brokerage firm Grantee or any affiliated organization, and no legal, administrative or other agent for such resales or other transfers. Any resale proceeding is pending that questions the legality of the Shares issued in settlement of this Award must also comply with all other Applicable LawsGrant, except as is disclosed on Schedule C attached hereto.

Representations of Grantee. Grantee hereby represents to the Company that: (a) Grantee is an “accredited investor,” as such term is defined in Rule 501 of the Securities Act due to his status as an executive officer of the Company. (b) Grantee understands that this Agreement and the Plan contain substantial restrictions on the transferability of the Award and provide that, in the event that the conditions relating to the transfer of any portion of the Award in such document has not been satisfied, the holder shall not transfer any portion of the Award, and unless otherwise specified, the Company will not recognize the transfer of the Award on its books and records, or issue any certificates representing the Shares issued in settlement of this Award, and any purported transfer not in accordance with the terms of this Agreement, the Plan and Applicable Laws shall be void. Grantee will sell, transfer or otherwise dispose of the Award only in a manner consistent with its representations set forth herein and then only in accordance with this Agreement, the Plan and Applicable Laws. (cb) Grantee understands that, unless registered: (i) [to be used if granted to an affiliate] the Shares issued in settlement of this Award will be characterized as "restricted control securities" under the U.S. federal securities laws and and, throughout the period during which Grantee is deemed to be a "control" person under the U.S. federal securities laws, the certificates representing such Shares shall bear the following legendslegend: and (ii) the Award, and any Shares issued in settlement of this Award thereof, may not be sold, transferred or otherwise disposed of except in compliance with Applicable Laws. In addition, Grantee acknowledges and agrees that stop transfer instructions shall be imposed with respect to each certificate representing the Shares issued in settlement of this Award. (dc) Grantee understands that the Company is under no obligation to register for resale the Shares issuable in settlement of the Award. Notwithstanding the foregoing, the Company has filed, or intends to file, a registration statement on Form S-8 for the purpose of registering for resale the Shares issuable in settlement of this Award; provided that the Company shall have no obligation to file, or maintain the effectiveness of, such registration statement. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Grantee or other subsequent transfers by Grantee of any Shares issued in settlement of the Award, including without limitation (i) restrictions under an xxxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act Act, covering the Shares issuable in settlement of the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for such resales or other transfers. Any resale of the Shares issued in settlement of this Award must also comply with all other Applicable Laws.

Representations of Grantee. Grantee hereby represents to the Company that: (a) Grantee is an “accredited investor,” as such term is defined in Rule 501 of the Securities Act due to his status as an executive officer of the Company. (b) Grantee understands that this Agreement and the Plan contain substantial restrictions on the transferability of the Award and provide that, in the event that the conditions relating to the transfer of any portion of the Award in such document has not been satisfied, the holder shall not transfer any portion of the Award, and unless otherwise specified, the Company will not recognize the transfer of the Award on its books and records, or issue any certificates representing the Shares issued in settlement of this Award, and any purported transfer not in accordance with the terms of this Agreement, the Plan and Applicable Laws shall be void. Grantee will sell, transfer or otherwise dispose of the Award only in a manner consistent with its representations set forth herein and then only in accordance with this Agreement, the Plan and Applicable Laws. (cb) Grantee understands that, unless registered: (i) [include if granted to an affiliate] the Shares issued in settlement of this Award will be characterized as "restricted control securities" under the U.S. federal securities laws and and, throughout the period during which Grantee is deemed to be a "control" person under the U.S. federal securities laws, the certificates representing such Shares shall bear the following legendslegend: and (ii) the Award, and any Shares issued in settlement of this Award thereof, may not be sold, transferred or otherwise disposed of except in compliance with Applicable Laws. In addition, Grantee acknowledges and agrees that stop transfer instructions shall be imposed with respect to each certificate representing the Shares issued in settlement of this Award. (dc) Grantee understands that the Company is under no obligation to register for resale the Shares issuable in settlement of the Award. Notwithstanding the foregoing, the Company has filed, or intends to file, a registration statement on Form S-8 for the purpose of registering for resale the Shares issuable in settlement of this Award; provided that the Company shall have no obligation to file, or maintain the effectiveness of, such registration statement. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Grantee or other subsequent transfers by Grantee of any Shares issued in settlement of the Award, including without limitation (i) restrictions under an xxxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act Act, covering the Shares issuable in settlement of the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for such resales or other transfers. Any resale of the Shares issued in settlement of this Award must also comply with all other Applicable Laws.

Representations of Grantee. The Grantee hereby represents and warrants to the Company Foundation that: (a) The Grantee is an a governmental entity and therefore exempt from federal income tax under IRS Section 115. The Grantee is not exempt from federal income tax under IRS Section 501(c)(3) and it is not a private foundation as defined in IRS Section 509(a). The Grantee further represents and warrants that (a) the facts supporting the Grantee’s tax-exempt and public charity status under IRS Section 115 has not changed since the issuance of its IRS determination letter, (b) it is not aware of any facts which could result in a change in its tax-exempt and public charity status under IRS Sections 115 or relevant state law, or the imposition of excise taxes under IRS Section 4958 dealing with “accredited investorintermediate sanctions,” as such term is defined in Rule 501 (c) the receipt of the Securities Act due to his grant funds will not change the Grantee’s public charity status as an executive officer under IRS Section 115 and (d) that the Grantee does not support or conduct, directly or indirectly, violence or terrorist activities of any kind. Such representations and warranties shall continue through the Companycompletion date of this Grant. (b) Grantee understands that this This Agreement has been duly authorized, executed and delivered by the Plan contain substantial restrictions on the transferability Grantee, and constitutes a legal, valid and binding obligation of the Award and provide that, in Grantee for the event that the conditions relating to the transfer of any portion benefit of the Award in such document has not been satisfied, the holder shall not transfer any portion of the Award, and unless otherwise specified, the Company will not recognize the transfer of the Award on its books and records, or issue any certificates representing the Shares issued in settlement of this Award, and any purported transfer not in accordance with the terms of this Agreement, the Plan and Applicable Laws shall be void. Grantee will sell, transfer or otherwise dispose of the Award only in a manner consistent with its representations set forth herein and then only in accordance with this Agreement, the Plan and Applicable LawsFoundation. (c) All proceedings legally required to be taken by the Grantee understands that, unless registered: (i) in connection with the Shares issued in settlement authorization of this Award will Agreement and of the transactions related thereto, and all approvals, authorizations, consents and other orders of public boards or bodies as may be characterized as "restricted securities" under legally required to be obtained by the U.S. federal securities laws and Grantee prior to the certificates representing such Shares shall bear the following legends: and (ii) any Shares issued in settlement of this Award may not be sold, transferred or otherwise disposed of except in compliance with Applicable Laws. In addition, Grantee acknowledges and agrees that stop transfer instructions shall be imposed date hereof with respect to each certificate representing the Shares issued in settlement all or any of this Awardsuch matters, have been taken or obtained. (d) Grantee understands that The execution and delivery of this Agreement by the Company is under no obligation to register for resale Grantee, and the Shares issuable in settlement of performance by the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Grantee or other subsequent transfers by Grantee of any Shares issued in settlement of the Awardits obligations hereunder, including without limitation do not (i) restrictions under an xxxxxxx xxxxxxx policyviolate any provisions of the Articles of Incorporation, Bylaws or other governing instrument of the Grantee, (ii) restrictions that may be necessary in violate any law, rule or regulation having applicability to the absence of an effective registration statement under Grantee or any order, writ, judgment, decree, determination or award to which the Securities Act covering the Shares issuable in settlement of the Award and Grantee is a party or (iii) restrictions as result in the breach of or constitute a default under any agreement, lease or instrument to which the Grantee is a party or by which the Grantee is bound. (e) No audit, investigation, proceeding or other inquiry is pending by the Internal Revenue Service, the Franchise Tax Board or the Attorney General of any state with respect to the use of a specified brokerage firm Grantee or any affiliated organization, and no legal, administrative or other agent for such resales or other transfers. Any resale proceeding is pending that questions the legality of the Shares issued in settlement of this Award must also Grant, except as is disclosed on Schedule C attached hereto. (f) Grantee acknowledges that it will comply with all other Applicable Lawsapplicable laws regarding reporting of suspected child abuse or neglect, as defined by California law.

Representations of Grantee. Grantee hereby represents and warrants to the Company thatas follows: (a) Grantee is acquiring the shares of Common Stock for investment, solely for his own account, with the intention of holding such interest for investment and not with a view to, or for resale in connection with, any distribution or public offering or resale of any portion of such interest within the meaning of the Securities Act of 1933 as amended from time to time (the “Securities Act”) or any other applicable federal or state securities law, rule or regulation (“Securities Laws”), and no other person has a direct or indirect beneficial interest in any shares so acquired. (b) Grantee acknowledges that he is acquiring the shares of Common Stock without being furnished any offering literature or prospectus. Grantee understands and has evaluated the risks of an investment in the Company. (c) Grantee understands that the issuance of shares of the Company’s Common Stock has not been registered under the Securities Act and that the shares are being sold in reliance upon the exemption from the registration requirements under the Securities Act provided in Regulation D promulgated thereunder or pursuant to other exemptions not inconsistent therewith. Grantee further understands that there is a limited public trading market for shares of the Company’s Common Stock and there can be no assurance that an active market will develop. (d) Grantee has consulted with his legal and tax advisors with respect to legal matters and the financial and tax consequences of ownership of shares of Common Stock, as well as the suitability of such ownership, based on Grantee’s individual circumstances. (e) In making a decision to acquire the shares of Common Stock, Grantee has relied solely upon his independent investigation. Grantee has had the opportunity to ask questions of and receive answers from the Company (or persons acting on its behalf) concerning the Company, the activities of the Company, and other matters pertaining to being a shareholder in the Company and to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense in order for Grantee to evaluate the merits and risks of ownership of shares of Common Stock, and has not been furnished any other offering literature or prospectus. All such questions and requests for information have been answered to the full satisfaction of Grantee. (f) Grantee is an “accredited investorAccredited Investor,” as such term is defined in Rule 501 501(a) under the Securities Act. (g) Grantee acknowledges that the acquisition of shares of Common Stock is a speculative investment involving a high degree of risk and any estimates and predictions that may have been made by the Company merely represent predictions of future events, which may or may not occur and are based on assumptions, which may or may not occur. As a consequence, such predictions may not be relied upon to indicate the actual results, which might be attained. Grantee understands that he must therefore bear the economic risk of this investment for an indefinite period of time and be able to withstand a total loss of the investment. (h) Grantee acknowledges and understands that: (a) the shares of Common Stock have not been registered under the Securities Act due to his status as an executive officer of the Company. (b) Grantee understands that this Agreement and the Plan contain substantial restrictions on the transferability of the Award and provide that, in the event that the conditions relating to the transfer of any portion of the Award in such document has not been satisfied, the holder shall not transfer any portion of the Awardapplicable state or foreign securities laws, and unless otherwise specified, the Company will not recognize the transfer of the Award on its books and records, or issue any certificates representing the Shares issued in settlement of this Award, and any purported transfer not in accordance with the terms of this Agreement, the Plan and Applicable Laws shall be void. Grantee will sell, transfer or otherwise dispose of the Award only in a manner consistent with its representations set forth herein and then only in accordance with this Agreement, the Plan and Applicable Laws. (c) Grantee understands that, unless registered: (i) the Shares issued in settlement of this Award will be characterized as "restricted securities" under the U.S. federal securities laws and the certificates representing such Shares shall bear the following legends: and (ii) any Shares issued in settlement of this Award may not be sold, transferred pledged, hypothecated, donated or otherwise disposed transferred (whether or not for consideration) by Grantee unless registered pursuant to such laws, or upon presentation to the Company of except evidence satisfactory to the Company, or submission to the Company of a favorable opinion of counsel acceptable to the Company, to the effect that any such transfer is subject to an applicable exemption under and will not be in compliance violation of such laws; (b) the Company has not agreed to register such shares for distribution in accordance with Applicable Laws. In additionthe provisions of such laws, and has not agreed to comply with any exemption under such laws for the transfer of such shares; and (c) as a result of the limitations on the ability to transfer such shares, Grantee acknowledges and agrees that stop transfer instructions shall be imposed with respect to each certificate representing the Shares issued in settlement of this Award. (d) Grantee understands that the Company is under no obligation to register for resale the Shares issuable in settlement of the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Grantee or other subsequent transfers by Grantee of any Shares issued in settlement of the Award, including without limitation (i) restrictions under an xxxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence required to hold such shares indefinitely and therefore may not realize any liquidity from any sale of an effective registration statement under the Securities Act covering the Shares issuable in settlement of the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for such resales or other transfers. Any resale of the Shares issued in settlement of this Award must also comply with all other Applicable Lawsshares.

Representations of Grantee. Grantee hereby understands that the Shares are not registered under the Securities Act of 1933, as amended (the “Act”), and represents to the Company, and agrees that the Company thatis entitled to rely on such representations, as follows: (a) Grantee understands that the Shares have not been registered under the Act, or registered or qualified under the securities or “Blue Sky” laws of any jurisdiction, and are being sold pursuant to exemptions contained in the Act and exemptions contained in other applicable securities or “Blue Sky” laws. Grantee understands further that the Company’s reliance on these exemptions is an “accredited investor,” as such term is defined based in Rule 501 part on the representations made by Grantee in the Agreement. In this connection, Grantee represents and warrants that the offer and sale of the Securities Act due to his status as an executive officer of the CompanyShares were made solely in Virginia. (b) Grantee understands that this Agreement is acquiring the Shares for Grantee’s own account for investment, and not for, with a view to, or in connection with the Plan contain substantial restrictions on resale or distribution thereof. Grantee has no present intention to sell, hypothecate, distribute or otherwise transfer the transferability of the Award and provide that, in the event that the conditions relating to the transfer of Shares or any portion of the Award in such document has not been satisfied, the holder shall not transfer thereof or any portion of the Award, and unless otherwise specified, the Company will not recognize the transfer of the Award on its books and records, or issue any certificates representing the Shares issued in settlement of this Award, and any purported transfer not in accordance with the terms of this Agreement, the Plan and Applicable Laws shall be void. Grantee will sell, transfer or otherwise dispose of the Award only in a manner consistent with its representations set forth herein and then only in accordance with this Agreement, the Plan and Applicable Lawsinterest therein. (c) Grantee understands that the Shares will constitute “restricted securities” within the meaning of Rule 144 promulgated under the Act and that, unless registered: (i) as such, the Shares issued in settlement of this Award will must be characterized as "restricted securities" held indefinitely unless they are subsequently registered under the U.S. federal securities laws and Act or unless an exemption from the certificates representing such Shares shall bear the following legends: and (ii) any Shares issued in settlement of this Award may not be sold, transferred or otherwise disposed of except in compliance with Applicable Laws. In addition, Grantee acknowledges and agrees that stop transfer instructions shall be imposed with respect to each certificate representing the Shares issued in settlement of this Awardregistration requirements thereof is available. (d) In connection with Grantee’s acquisition of the Shares, Grantee understands accepts the condition that the Company is under no obligation may maintain “stop transfer” orders with respect to register for resale the Shares issuable and that each certificate or other document evidencing the Shares will bear conspicuous legends in settlement substantially the form set forth in Section 7 of this Agreement. (e) Grantee has obtained all financial or legal advice as Grantee deems necessary with respect to Grantee’s acquisition of the AwardShares. The Grantee has fully investigated the Company may impose such restrictionsand its business and financial condition, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Grantee or other subsequent transfers by Grantee of any Shares issued in settlement include a review of the Award, including without limitation (i) restrictions under an xxxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under Company’s pubic filings with the Securities Act covering the Shares issuable in settlement and Exchange Commission, and has knowledge of the Award and (iii) restrictions as to Company’s current activities. 1 The amount of remaining debt with the use Company assumes that a June 2006 principal payment of a specified brokerage firm or other agent for such resales or other transfers. Any resale of the Shares issued $305,620.47 was made, when, in settlement of this Award must also comply with all other Applicable Lawsfact, it was deferred until July 2007.