Common use of Holder Representations Clause in Contracts

Holder Representations. Holder hereby represents and warrants to Company that: (i) he is acquiring the Option and, unless the Option Shares have been registered under the Act, he shall acquire the Option Shares, for his own account and not with a view towards the distribution thereof; (ii) 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 Company with the Commission pursuant to the Exchange Act within the last 12 months and all reports issued by Company to its shareholders; (iv) he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the Act or an exemption therefrom is available thereunder; (v) in his position with Company, he has had both the opportunity to ask questions and receive answers from the officers and directors of 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 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 (iii) above; and (vi) he is aware that, in the absence of registration under the Act or his ability to sell the Option Shares pursuant to Rule 144(k) promulgated under the Act, Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares and 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."

Holder Representations. The Holder hereby represents and warrants to the Company that: (i) he is acquiring the Option and, unless the Option Shares have been registered under the Act, he shall acquire the Option Shares, for his own account and not with a view towards the distribution thereof; (ii) he or she has received a copy of the Plan and the prospectus filed pursuant to Rule 424 under the Securities Act of 1933, as amended, as in effect as of the date of this Agreement; (iiiii) 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 12 twenty-four (24) months and all reports issued by the Company to its shareholdersstockholders; (iviii) 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 him unless they are registered under ; (iv) he or she has had such an opportunity as he or she has deemed adequate to obtain from the Act Company such information as is necessary to permit the Holder to evaluate the merits and risks of the Holder’s investment in the Company and has had the opportunity to consult with his or an exemption therefrom is available thereunder;her own advisers with respect to the investment in the Company; and (v) in his position with Company, he has had both or she understands and agrees that if a stock certificate evidencing the opportunity Shares is issued prior to ask questions and receive answers from the officers and directors of Company and all persons acting on its behalf concerning the terms and conditions expiration of the offer made hereunder and to obtain any additional information to the extent Company possesses or may possess such information or can acquire Restriction Period, it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iii) above; and (vi) he is aware that, in the absence of registration under the Act or his ability to sell the Option Shares pursuant to Rule 144(k) promulgated under the Act, Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares and the certificates evidencing the Option Shares shall also bear the following legend: "“The shares represented by this certificate have been acquired for investment pursuant to a Restricted Stock Agreement, a copy of which is on file with the Company, and have not been registered under the Securities Act of 1933. The shares may not be sold transferred, pledged or transferred disposed of except in accordance with the absence terms and conditions thereof and the terms and conditions of such registration or an exemption therefrom under said Actthe WisdomTree Investments, Inc. 2022 Equity Plan."”

Holder Representations. The Holder hereby represents and warrants to the Company that: (i) he is acquiring the Option and, unless the Option Shares have been registered under the Act, he shall acquire the Option Shares, for his own account and not with a view towards the distribution thereof; (ii) he or she has received a copy of the Plan and the prospectus filed pursuant to Rule 424 under the Securities Act of 1933, as amended, as in effect as of the date of this Agreement; (iiiii) 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 12 twenty-four (24) months and all reports issued by the Company to its shareholdersstockholders; (iviii) 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 him unless they are registered under the Act or an exemption therefrom is available thereunder; (vi) in his position with Company, he or she has had both such an opportunity as he or she has deemed adequate to obtain from the Company such information as is necessary to permit him or her to evaluate the merits and risks of the Holder’s investment in the Company and has had the opportunity to ask questions and receive answers from the officers and directors of Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information consult with his or her own advisers with respect to the extent Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify investment in the accuracy of the information obtained pursuant to clause (iii) aboveCompany; and (viii) he or she understands and agrees that if a stock certificate evidencing the Shares is aware that, in issued prior to the absence of registration under the Act or his ability to sell the Option Shares pursuant to Rule 144(k) promulgated under the Act, Company shall place stop transfer orders with its transfer agent against the transfer expiration of the Option Shares and the certificates evidencing the Option Shares Restricted Period, it shall also bear the following legend: "“The shares represented by this certificate have been acquired for investment pursuant to a Restricted Stock Agreement, a copy of which is on file with the Company, and have not been registered under the Securities Act of 1933. The shares may not be sold transferred, pledged or transferred disposed of except in accordance with the absence terms and conditions thereof and the terms and conditions of such registration or an exemption therefrom under said Actthe WisdomTree Investments, Inc. 2016 Equity Plan."”

Holder Representations. The Holder hereby represents and warrants to the Company that: (i) he is acquiring the Option and, unless the Option Shares have been registered under the Act, he shall acquire the Option Shares, for his own account and not with a view towards the distribution thereof; (ii) he or she has received a copy of the Plan and the prospectus filed pursuant to Rule 424 under the Securities Act of 1933, as amended, as in effect as of the date of this Agreement; (iiiii) 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 12 twenty-four (24) months and all reports issued by the Company to its shareholdersstockholders; (iviii) 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 ; (iv) he or she has had such an opportunity as he or she has deemed adequate to obtain from the Company such information as is necessary to permit him unless they are registered under or her to evaluate the Act merits and risks of the Holder’s investment in the Company and has had the opportunity to consult with his or an exemption therefrom is available thereunder;her own advisers with respect to the investment in the Company; and (v) in his position with Company, he has had both or she understands and agrees that if a stock certificate evidencing the opportunity Shares is issued prior to ask questions and receive answers from the officers and directors of Company and all persons acting on its behalf concerning the terms and conditions expiration of the offer made hereunder and to obtain any additional information to the extent Company possesses or may possess such information or can acquire Restricted Period, it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (iii) above; and (vi) he is aware that, in the absence of registration under the Act or his ability to sell the Option Shares pursuant to Rule 144(k) promulgated under the Act, Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares and the certificates evidencing the Option Shares shall also bear the following legend: "“The shares represented by this certificate have been acquired for investment pursuant to a Restricted Stock Agreement, a copy of which is on file with the Company, and have not been registered under the Securities Act of 1933. The shares may not be sold transferred, pledged or transferred disposed of except in accordance with the absence terms and conditions thereof and the terms and conditions of such registration or an exemption therefrom under said Actthe WisdomTree Investments, Inc. 2016 Equity Plan."”