Common use of Consultant Representations Clause in Contracts

Consultant Representations. The Consultant hereby represents and warrants to the Company that: (i) it is acquiring the Option and shall acquire the Option Shares for its own account and not with a view towards the distribution thereof; (ii) it has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its shareholders; (iii) it understands that it must bear the economic risk of the investment in the Option Shares, which cannot be sold by it unless they are registered under the Securities Act of 1933 (the ‘‘1933 Act’’) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) it is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: ‘‘The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.’’

Consultant Representations. The Consultant hereby represents and warrants to the Company that: (i1) it he is acquiring the Option and shall acquire the Option Shares for its his own account and not with a view towards the distribution thereof; (ii2) it he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its shareholdersstockholders; (iii3) it he understands that it he must bear the economic risk of the investment in the Option Shares, which cannot be sold by it his unless they are registered under the Securities Act of 1933 (the ‘‘"1933 Act’’") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv4) it in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v5) it he is aware that the Company shall may place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi6) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall may bear the following legend: ‘‘The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.’’:

Consultant Representations. The Consultant hereby represents and warrants to the Company that: (i1) it is acquiring the Option and shall acquire the Option Shares for its own account and not with a view towards the distribution thereof; (ii2) it has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its shareholdersstockholders; (iii3) it understands that it must bear the economic risk of the investment in the Option Shares, which cannot be sold by it unless they are registered under the Securities Act of 1933 (the ‘‘1933 "Securities Act’’") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Securities Act; (iv4) it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above;; (1) (v5) it is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Securities Act or an exemption therefrom as provided herein; and (vi6) in the absence of an effective registration statement under the 1933 Act, the The certificates evidencing the Option Shares shall bear the following legendlegends: ‘‘"The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.’’" "The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement, dated as of August 12, 1998, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

Consultant Representations. The Consultant hereby represents and warrants to the Company that: (i) it he is acquiring the Option and shall acquire the Option Shares for its his own account and not with a view towards the distribution thereof; (ii) it he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its shareholdersstockholders; (iii) it he understands that it he must bear the economic risk of the investment in the Option Shares, which cannot be sold by it him unless they are registered under the Securities Act of 1933 (the ‘‘"1933 Act’’") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) it in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (v) it he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: ‘‘"The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.’’"

Consultant Representations. The Consultant hereby represents and warrants to the Company that: (i) it 11.1 he is acquiring the Option and shall will acquire the Option Shares for its his own account and not with a view towards the distribution thereof; (ii) it 11.2 he has received a copy of all reports and documents required to be filed other filings made by the Company with under the Commission pursuant to the Securities Exchange Act within the last 24 months and all reports issued by the Company to its shareholdersof 1934, as amended, since January 1, 1997; (iii) it 11.3 he understands that it he must bear the economic risk of the investment in the Option Shares, which cannot be sold by it him unless they are registered under the Securities Act of 1933 (the ‘‘"1933 Act’’") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) it 11.4 he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) 11.2 above; (v) it 11.5 he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and; (vi) in the absence of an effective registration statement under the 1933 Act, 11.6 the certificates evidencing the Option Shares shall may bear the following legendlegend if the issuance of the Option Shares by the Company is not registered under the 1933 Act: ‘‘The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.’’ 11.7 he understands and agrees that he may sell the Option Shares only in accordance with the Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy.

Consultant Representations. The Consultant hereby represents and warrants to the Company that: (i) it he or she is acquiring the Option and shall acquire the Option Shares for its his own account and not with a view towards the distribution thereof; (ii) it he or she has received a copy of the Plan as in effect as of the date of this Agreement; (iii) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its shareholdersstockholders; (iiiiv) it he or she understands that it he or she is subject to the Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; (v) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by it him unless they are registered under the Securities Act of 1933 (the ‘‘"1933 Act’’") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivvi) it in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (vvii) it he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (viviii) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: ‘‘"The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.’’"

Consultant Representations. The Consultant hereby represents and warrants to the Company that: (i) it he or she is acquiring the Option and shall acquire the Option Shares for its his own account and not with a view towards the distribution thereof; (ii) it he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its shareholdersstockholders; (iii) it he or she understands that it he or she is subject to the Company's insider trading policy and has received a copy of such poli▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇te of this Agreement; (iv) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by it him unless they are registered under the Securities Act of 1933 (the ‘‘"1933 Act’’") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivv) it in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (vvi) it he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vivii) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: ‘‘"The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.’’"

Consultant Representations. The Consultant hereby represents and warrants to the Company that: (i) it is acquiring the Option and shall acquire the Option Shares for its own account and not with a view towards the distribution thereof; (ii) it has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its shareholders; (iii) it understands that it must bear the economic risk of the investment in the Option Shares, which cannot be sold by it unless they are registered under the Securities Act of 1933 (the ‘‘“1933 Act’’”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) it is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in the absence of an effective registration statement under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: ‘‘“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.’’”

Consultant Representations. The Consultant hereby represents and warrants to the Company that: (i) it 10.1 he is acquiring the Option and shall acquire the Option Shares for its his own account and not with a view towards the distribution thereof; (ii) it 10.2 he has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its shareholdersstockholders, if any; (iii) it 10.3 he understands that it he must bear the economic risk of the investment in the Option Shares, which cannot be sold by it him unless they are registered under the Securities Act of 1933 (the ‘‘"1933 Act’’") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (iv) it 10.4 he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii10.2) above; (v) it 10.5 he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (vi) in the absence of an effective registration statement under the 1933 Act, the 10.6 The certificates evidencing the Option Shares shall may bear the following legendlegend if the issuance of the Option Shares by the Company is not registered under the 1933 Act: ‘‘"The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.’’"

Consultant Representations. The Consultant hereby represents and warrants to the Company that: (i) it he is acquiring the Option and shall acquire the Option Shares for its his own account and not with a view towards the distribution thereof; (ii) it he has received a copy of the Plan as in effect as of the date of this Agreement; (iii) he has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act Act, within the last 24 months and all reports issued by the Company to its shareholdersstockholders; (iiiiv) it he understands that it he is subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and has received a copy of such policy as of the date of this Agreement; (v) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by it him unless they are registered under the Securities Act of 1933 (the ‘‘“1933 Act’’”) or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act; (ivvi) it in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iiiii) above; (vvii) it he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and (viviii) in if, at the absence time of an effective registration statement issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legendlegends: ‘‘“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.’’” “The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of December 3, 2013, as amended and restated on December 31, 2014, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."