Common use of Representations of Optionee Clause in Contracts

Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Option Agreement and the Operating Agreement and agrees to abide by and be bound by their terms and conditions. In connection with the purchase of the Option Interests, the Optionee further represents and warrants to the Company the following: (a) The Option Interests are being purchased by the Optionee for investment purposes for the Optionee’s own account and beneficial interest and not as nominee for, or for the beneficial interest of, or with the view to the sale or other distribution to, any other person, trust or organization. The Optionee understands that the Option Interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of its investment intent as expressed herein. (b) The Optionee is aware of the Company's business affairs and financial condition, has had an opportunity to ask such questions of and receive answers from the management of the Company as the Optionee considers necessary in connection with the purchase of the Option Interests and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Option Interests. The Optionee realizes that an investment in the Membership Interests is highly speculative and involves a high degree of risk. The Optionee believes that an investment in the Option Interests is suitable for the Optionee based upon the Optionee’s investment objectives and financial needs, and the Optionee has the financial means to undertake the risks of an investment in the Option Interests and to withstand a complete loss of the Optionee’s investment in the Option Interests. The Optionee acknowledges and understands that neither the Company nor its agents or attorneys in any way represent or guarantee that the investment in the Option Interests will be profitable or is suitable for the Optionee. (c) The Optionee understands that the Option Interests must be held indefinitely unless transfer is permitted pursuant to the terms of the Operating Agreement, and if permitted thereby, subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. (d) The Optionee is aware of the provisions of Rule 144, promulgated under the Securities Act, which in substance permits limited public resales of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer) in a non-public offering subject to the satisfaction of certain conditions. These conditions include, among other things, that certain public information about the Company be available, that the sale occurs only after the holding period required by Rule 144 has been satisfied, that the sale is made through an unsolicited “broker’s transaction” or in transactions directly with a market maker, and that the amount of securities being sold during any three-month period may not exceed the specified limitations stated in Rule 144.

Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Option Agreement and the Operating Agreement and agrees to abide by and be bound by their terms and conditions. In connection with the purchase of the Option Interests, the Optionee further represents and warrants to the Company the following: (a) The Option Interests are being purchased by the Optionee for investment purposes for the Optionee’s 's own account and beneficial interest and not as nominee for, or for the beneficial interest of, or with the view to the sale or other distribution to, any other person, trust or organization. The Optionee understands that the Option Interests have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”") in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of its investment intent as expressed herein. (b) The Optionee is aware of the Company's business affairs and financial condition, has had an opportunity to ask such questions of and receive answers from the management of the Company as the Optionee considers necessary in connection with the purchase of the Option Interests and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Option Interests. The Optionee realizes that an investment in the Membership Interests is highly speculative and involves a high degree of risk. The Optionee believes that an investment in the Option Interests is suitable for the Optionee based upon the Optionee’s 's investment objectives and financial needs, and the Optionee has the financial means to undertake the risks of an investment in the Option Interests and to withstand a complete loss of the Optionee’s 's investment in the Option Interests. The Optionee acknowledges and understands that neither the Company nor its agents or attorneys in any way represent or guarantee that the investment in the Option Interests will be profitable or is suitable for the Optionee. (c) The Optionee understands that the Option Interests must be held indefinitely unless transfer is permitted pursuant to the terms of the Operating Agreement, and if permitted thereby, subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. (d) The Optionee is aware of the provisions of Rule 144, promulgated under the Securities Act, which in substance permits limited public resales of “"restricted securities” " acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer) in a non-public offering subject to the satisfaction of certain conditions. These conditions include, among other things, that certain public information about the Company be available, that the sale occurs only after the holding period required by Rule 144 has been satisfied, that the sale is made through an unsolicited “"broker’s 's transaction” " or in transactions directly with a market maker, and that the amount of securities being sold during any three-month period may not exceed the specified limitations stated in Rule 144.

Representations of Optionee. By execution of this Agreement, Optionee acknowledges that Optionee has received, read and understood the Option Agreement and the Operating Agreement and agrees to abide by and be bound by their terms and conditions. In connection with the purchase of the Option Interests, the Optionee further represents and warrants to the Company the followingas follows: (a) The Optionee is acquiring this Option Interests are being purchased by and the Optionee Option Shares solely for his own account for investment purposes for the Optionee’s own account and beneficial interest and not as nominee forwith a view or interest of participating, directly or for indirectly, in the beneficial interest of, resale or with distribution of all or any part thereof. (b) Optionee is a resident of the view State of Georgia. (c) Optionee acknowledges that this Option and the Option Shares acquired by Optionee are to be issued and sold to the sale or other distribution to, any other person, trust or organization. The Optionee understands that the Option Interests have not been registered without registration and in reliance upon certain exemptions under the Securities Act of 1933, as amended (the “Securities Act”) amended, and in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of its investment intent as expressed herein. (b) The Optionee is aware of the Company's business affairs and financial condition, has had an opportunity to ask such questions of and receive answers from the management of the Company as the Optionee considers necessary in connection with the purchase of the Option Interests and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Option Interests. The Optionee realizes that an investment in the Membership Interests is highly speculative and involves a high degree of risk. The Optionee believes that an investment in the Option Interests is suitable for the Optionee based upon the Optionee’s investment objectives and financial needs, and the Optionee has the financial means to undertake the risks of an investment in the Option Interests and to withstand a complete loss of the Optionee’s investment in the Option Interests. The Optionee acknowledges and understands that neither the Company nor its agents or attorneys in any way represent or guarantee that the investment in the Option Interests will be profitable or is suitable for the Optionee. (c) The Optionee understands that the Option Interests must be held indefinitely unless transfer is permitted pursuant to the terms of the Operating Agreement, and if permitted thereby, subsequently registered under the Securities Act or unless an exemption certain exemptions from registration is otherwise availablerequirements under applicable state securities laws. (d) The Optionee will make no transfer or assignment of any of the Option Shares except in compliance with the Securities Act of 1933, as amended, and any other applicable securities laws. Optionee consents and agrees that a legend to such effect may be affixed to the certificate or certificates representing the Option Shares issued to Optionee. (e) Optionee is aware that no federal or state agency has made any recommendation or endorsement of the provisions Option Shares or any finding or determination as to the fairness of the investment in such Option Shares. (f) Optionee acknowledges that no public or secondary market exists or may ever exist for the Option Shares and, accordingly, he may not be able to readily liquidate his investment in the Option Shares. (g) Optionee hereby acknowledges that the Company has made available to him the opportunity to ask questions, to receive answers, and to obtain information necessary to evaluate the merits and risks of this investment. Optionee further acknowledges that the Company makes no warranties or representations regarding the impact that the Option or the exercise of the Option will have on Optionee's federal or state income tax liabilities. (h) Optionee hereby acknowledges that the Option and underlying Option Shares are a speculative investment. Optionee represents that he can bear the economic risks of such an investment for an indefinite period of time. (i) Optionee has full legal power and authority to execute and deliver, and to perform his obligations under this Agreement and such execution, delivery, and performance will not violate any agreement, contract, law, rule, decree, or other legal restriction by which Optionee is bound. (j) Optionee recognizes and understands that the Option Shares may be restricted securities within the meaning of Rule 144, 144 promulgated under the Securities Act, which in substance permits limited public resales Act of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer) in a non-public offering subject to the satisfaction of certain conditions. These conditions include, among other things, that certain public information about the Company be available, 1933; that the sale occurs only after the holding period required by exemption from registration under Rule 144 has been satisfied, that the sale is made through an unsolicited “broker’s transaction” or in transactions directly with a market maker, and that the amount of securities being sold during any three-month period may not exceed be available under certain circumstances; and the specified limitations stated in Optionee's opportunity to utilize Rule 144144 to sell the Option Shares may be limited or denied.

Representations of Optionee. The Optionee acknowledges that Optionee has receivedacknowledges, read and understood the Option Agreement and the Operating Agreement and agrees to abide by and be bound by their terms and conditions. In connection with the purchase of the Option Interests, the Optionee further represents and warrants to the Company the followingOptioner as follows: (a) The Option Interests are being purchased by the Optionee for investment purposes for the Optionee’s own account and beneficial interest and not as nominee for, or for the beneficial interest of, or with the view to understand that the sale and transfer of the Warrant or other distribution to, any other person, trust or organization. The Optionee understands that the Option Interests have not been registered Shares to him by Optioner is intended to be exempt from registration under the Securities Act of 1933, as amended (the “"Securities Act”) "), based, in reliance part, upon a specific exemption therefromthe representations, which exemption depends upon, among other things, warranties and agreements of the bona fide nature of its investment intent as expressed Optionee contained herein.; (b) The Optionee is aware an accredited investor within the meaning of Rule 501(a) under the Company's business affairs Securities Act and financial condition, has had an opportunity the Warrant or Shares to ask such questions of and receive answers be acquired by him from the management of the Company as the Optionee considers necessary Optioner are being acquired for his own account and not with a view toward, or for sale in connection with, any distribution thereof except in compliance with the purchase of the Option Interests applicable United States federal and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Option Interests. The Optionee realizes that an investment in the Membership Interests is highly speculative and involves a high degree of risk. The Optionee believes that an investment in the Option Interests is suitable for the Optionee based upon the Optionee’s investment objectives and financial needs, and the Optionee has the financial means to undertake the risks of an investment in the Option Interests and to withstand a complete loss of the Optionee’s investment in the Option Interests. The Optionee acknowledges and understands that neither the Company nor its agents or attorneys in any way represent or guarantee that the investment in the Option Interests will be profitable or is suitable for the Optionee.state securities law; (c) The Optionee understands that has such knowledge and experience in financial and business matters so as to be capable of evaluating the Option Interests must be held indefinitely unless transfer merits and risks of his investment in the Warrant or Shares and is permitted pursuant capable of bearing the economic risks of such investment; and the Optionee has previously invested in securities similar to the terms Warrant or Shares; (d) The Optionee may have to bear the economic risk of the Operating Agreementinvestment indefinitely because none of the Warrant or Shares may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Act and applicable state securities laws or an exemption from registration is available. Legends may be placed on the Warrant or Shares to this effect and with reference to applicable state securities laws, to which legends the Optionee agrees, and if permitted thereby, subsequently appropriate notations thereof may be made in the Company's stock books. The Optionee will not sell or transfer the shares until they are registered for resale under the Securities Act or unless an exemption from registration under the Securities Act is otherwise available.; (de) The Optionee has adequate means of providing for his current needs and foreseeable personal contingencies and has no need for the investment in the Warrant or Shares to be liquid; (f) The Optionee is aware that an investment in the Warrant or Shares involves a number of very significant risks and is able to bear the provisions loss of Rule 144, promulgated under the Securities Act, which in substance permits limited public resales of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer) in a non-public offering subject to the satisfaction of certain conditions. These conditions include, among other things, that certain public information about the Company be available, that the sale occurs only after the holding period required by Rule 144 has been satisfied, that the sale is made through an unsolicited “broker’s transaction” or in transactions directly with a market maker, and that the amount of securities being sold during any three-month period may not exceed the specified limitations stated in Rule 144his entire investment.

Representations of Optionee. Optionee acknowledges warrants, represents and agrees that unless a registration under the Securi ties Act of 1933, as amended (the "Act"), and a valid qualification under the California Corporate Securities Law of 1968, as amended, are in effect with respect to the Option and/or the shares of the Corporation's Common Stock issuable upon exercise of the Option, Optionee has received, read and understood acquired the Option Agreement and will acquire any shares of the Operating Agreement and agrees to abide by and be bound by their terms and conditions. In connection with the purchase Corporation's Common Stock issuable upon exercise of the Option Interests, the Optionee further represents and warrants to the Company the following: (a) The Option Interests are being purchased by the Optionee for investment purposes for the Optionee’s her own account and beneficial interest and not as nominee for, or for the beneficial interest of, or with the a view to the sale or any distribution thereof, and that she will not make any distribution thereof other distribution to, any other person, trust or organization. The Optionee understands that the Option Interests have not been registered than pursuant to an exemption from registration under the Securities Act of 1933, as amended (amended. The Corporation shall have the “Securities Act”) in reliance right to place upon a specific exemption therefrom, which exemption depends upon, among other things, any certificate evidencing shares issuable upon the bona fide nature of its investment intent as expressed herein. (b) The Optionee is aware of the Company's business affairs and financial condition, has had an opportunity to ask such questions of and receive answers from the management of the Company as the Optionee considers necessary in connection with the purchase exercise of the Option Interests such legends as the Board of Directors may prescribe restricting the transferability of such shares, including any legend and restriction imposed pursuant to any applicable state, federal or foreign securities laws. Optionee has engaged heretofore in transactions similar to that contemplated herein and has acquired sufficient information about such knowledge and experience in financial and business matters that she is capable of evaluating the Company to reach an informed merits and knowledgeable decision to acquire the Option Interests. The Optionee realizes that an investment in the Membership Interests is highly speculative and involves a high degree of risk. The Optionee believes that an investment in the Option Interests is suitable for the Optionee based upon the Optionee’s investment objectives and financial needs, and the Optionee has the financial means to undertake the risks of an investment in the Option Interests and to withstand a complete loss of the Optionee’s Corporation's Common Stock. Optionee is aware that an investment in the Option InterestsCorporation's Common Stock is highly speculative and is subject to substantial risks. The Optionee acknowledges and understands that neither is able to bear the Company nor its agents or attorneys in any way represent or guarantee that the high degree of economic risk of an investment in the Option Interests Corporation's Common Stock. The commitment of Optionee to investments which are not readily marketable or transferable is not disproportionate to her net worth, and her investment in the Corporation's Common Stock will not cause such commitment to become excessive. Optionee has adequate means to provide for her current needs and personal contingencies, has no need for liquidity in her investment in the shares, and has the ability to bear the economic risk of this investment. Optionee confirm that all documents and information requested by him concerning the Corporation have been supplied. Optionee also confirms that she is knowledgeable about the Corporation, its business and prospects. Optionee has been informed of and understands the following: a. Optionee acknowledges that the transferability of the Corporation's Common Stock is severely limited and that the Optionee must continue to bear the economic risk of this investment for an indefinite period as the Corporation's Common Stock has not been registered under the Act or any state securities laws and therefore cannot be profitable offered or sold unless the Corporation's Common Stock is suitable for subsequently registered under such laws or an exemption from such registration is available satisfactory to the OptioneeCorporation. (c) The b. Optionee understands that she has no right to require the Option Interests must be held indefinitely unless transfer is permitted pursuant Corporation to register the Corporation's Common Stock under federal or state securities laws. c. That the certificates representing the Corporation's Common Stock will contain a legend setting forth that the Corporation's Common Stock has not been registered under federal and state securities laws, and setting forth or referring to the terms restrictions on transfer and sale of the Operating Agreement, and if permitted thereby, subsequently registered under the Securities Act or unless an exemption from registration is otherwise availableCorporation's Common Stock. (d) The Optionee is aware d. No federal or state agency has made any determination or finding as to the fairness for investment nor any recommendation nor endorsement of the provisions Corporation's Common Stock. No commission or remuneration is being paid or given by Optionee on account of Rule 144, promulgated under subscription for the Securities Act, which in substance permits limited public resales of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer) in a non-public offering subject to the satisfaction of certain conditions. These conditions include, among other things, that certain public information about the Company be available, that the sale occurs only after the holding period required by Rule 144 has been satisfied, that the sale is made through an unsolicited “broker’s transaction” or in transactions directly with a market maker, and that the amount of securities being sold during any three-month period may not exceed the specified limitations stated in Rule 144Common Stock.

Representations of Optionee. The following representations shall be true and accurate on and as of the date of any exercise of the SARs: (a) Optionee acknowledges that Optionee has received, read and understood the Option Agreement Plan and the Operating SAR Agreement and agrees to abide by and be bound by their terms and conditions. In connection with . (b) If, at the purchase time of exercise of the Option InterestsSARs, the Optionee further represents and warrants to the Company the following: (a) The Option Interests are being purchased by the Optionee for investment purposes for the Optionee’s own account and beneficial interest and there does not as nominee for, or for the beneficial interest of, or with the view to the sale or other distribution to, any other person, trust or organization. The Optionee understands that the Option Interests have not been registered exist a registration statement under the US Securities Act of 1933, as amended (the “Securities Act”) in reliance upon a specific exemption therefrom), which registration statement shall have become effective and shall include a resale prospectus which is current with respect to the Shares subject to the SARs, Optionee hereby covenants and agrees with the Company that (i) Optionee is purchasing the Shares for Optionee’s own account and not with a view to the resale or distribution thereof, (ii) any subsequent offer for sale or sale of any such Shares shall be made either pursuant to either (x) a registration statement under that Act, which registration statement shall have become effective and shall be current with respect to the Shares being offered and sold, or (y) an exemption depends uponfrom the registration statement requirements of that Act, among other thingsincluding the provisions of Regulation S promulgated under the Act (“Regulation S”), provided that Optionee is not a U.S. person (as defined in Regulation S) and is not acquiring the bona fide nature Shares for the account or benefit of its investment intent a U.S. person, will resell the Shares only in accordance with the provisions of Regulation S and will not engage in any hedging transactions with regard to the Shares unless in compliance with the Act, but in claiming the exemption in (y), Optionee shall, prior to any offer for sale or sale of such Shares, obtain a favorable written opinion from counsel for or reasonably approved by the Company as expressed hereinto the applicability of such exemption, and (iii) the certificate evidencing such Shares shall bear a legend to the effect of the foregoing substantially as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF OTHER THAN IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM THE REGISTRATION STATEMENT REQUIREMENTS OF THE SECURITIES ACT, INCLUDING THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES TO THE EXTENT PERMITTED BY APPLICABLE FEDERAL AND STATE SECURITIES LAWS.” (bc) The Optionee hereby acknowledges that the Optionee is aware of the Company's ’s business affairs and financial condition, has had an opportunity to ask such questions of and receive answers from the management of the Company as the Optionee considers necessary in connection with the purchase of the Option Interests condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Option InterestsSARs. The Optionee realizes that an investment in the Membership Interests is highly speculative and involves a high degree of risk. The Optionee believes that an investment in the Option Interests is suitable for the Optionee based upon the Optionee’s investment objectives and financial needs, and the Optionee has the financial means to undertake the risks of an investment in the Option Interests and to withstand a complete loss of the Optionee’s investment in the Option Interests. The Optionee hereby acknowledges and understands that neither the grant, vest, exercise of the SARs, or receipt of the Appreciation may be subject to and limited by the Act, the US Securities Exchange Act of 1934, as amended (collectively, the “Securities Acts”), and other rules and regulations. Should the Company nor its agents fail to register any grant, vest, exercise of the SARs, or attorneys in any way represent or guarantee that fail to pay the investment in the Option Interests will be profitable or is suitable for the Optionee. (c) The Optionee understands that the Option Interests must be held indefinitely unless transfer is permitted pursuant Appreciation to the terms of the Operating Agreement, and if permitted thereby, subsequently registered Optionee due to any restriction or limitation under the Securities Act Acts or unless an exemption such other rules and regulations, the Optionee shall hold the Company, its Affiliates, or any of its or their officers and directors free from registration is otherwise availableany liability for any of the foregoing failure. (d) The Optionee hereby acknowledges that the Optionee is aware of the provisions of Rule 144, promulgated relevant requirements under the Securities Actlaws of the People’s Republic of China (the “PRC”) regarding overseas investment, which including the requirements for approval and registration of overseas securities with competent authorities. The Optionee is acquiring these SARs after obtaining requisite approval or registration from competent authorities of the PRC. Failure to obtain requisite approval or registration shall relieve the Company, and any Affiliate, of any liability in substance permits limited public resales respect of “restricted securities” acquiredthe failure to issue these SARs. If the failure is revealed or occurs after the issuance of these SARs, directly the Company shall be entitled, at its sole discretion, to redeem or indirectly, request the Optionee to transfer these SARs to a transferee who is legally entitled to hold the SARs at a redemption price (if any) to be determined by the Administrator in its sole discretion. The Company and its Affiliates shall be relieved from the issuer thereof (any liability for any redemption or from an affiliate of such issuer) in a non-public offering subject request for transfer made pursuant to the satisfaction of certain conditions. These conditions include, among other things, that certain public information about the Company be available, that the sale occurs only after the holding period required by Rule 144 has been satisfied, that the sale is made through an unsolicited “broker’s transaction” or in transactions directly with a market maker, and that the amount of securities being sold during any three-month period may not exceed the specified limitations stated in Rule 144foregoing.]