Common use of Representations and Warranties of Optionee Clause in Contracts

Representations and Warranties of Optionee. Notwithstanding the foregoing, this Option shall not be exercisable by the Optionee unless: (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the shares of Common Stock to be received upon the exercise of the Option shall be effective and current at the time of exercise; or (b) there is an exemption from the registration requirements under the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents and warrants to the Company, that: (i) the shares of Common Stock to be issued upon the exercise of this Option are being acquired by the Optionee for the Optionee's own account, for investment only and not with a view to the resale or distribution thereof; and (ii) any subsequent resale or distribution of shares of Common Stock by the Optionee will be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect to the shares of Common Stock being sold, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee upon each exercise of this Option. Nothing herein shall be construed as requiring the Company to register the shares subject to this Option under the Securities Act.

Representations and Warranties of Optionee. Notwithstanding the foregoing, this Option option shall not be exercisable by the Optionee unless: (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the shares of Common Stock to be received upon the exercise of the Option option shall be effective and current at the time of exercise; or (b) there is an exemption from the registration requirements under the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents and warrants to the Company, that: (i) the shares of Common Stock to be issued upon the exercise of this Option option are being acquired by the Optionee for the Optionee's own account, for investment only and not with a view to the resale or distribution thereof; and (ii) any subsequent resale or distribution of shares of Common Stock by the Optionee will be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect to the shares of Common Stock being sold, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee upon each exercise of this Optionoption. Nothing herein shall be construed as requiring the Company to register the shares subject to this Option option under the Securities Act.

Representations and Warranties of Optionee. Notwithstanding In connection with the foregoinggrant of the Option hereunder, this Optionee hereby represents and warrants to the Company as follows: a. The Option is, and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be exercisable by the Optionee unless: (a) a Registration Statement be, registered under the Securities Act of 1933, as amended (the "“Securities Act") with respect to ”), on the shares of Common Stock to be received upon basis that the exercise sale of the Option shall be effective and current at the time of exercise; or (b) there Securities is an exemption exempt from the registration requirements under the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents under Section 4(2) thereof, and warrants to that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, that: (i) the shares transferred, or otherwise disposed of Common Stock to be issued upon the exercise of this Option are being acquired by the Optionee for the Optionee's own account, for investment only and not with a view to the resale or distribution thereof; and (ii) any subsequent resale or distribution of shares of Common Stock by the Optionee will be made only pursuant to (x) a Registration Statement without registration under the Securities Act which is effective and current with respect to the shares of Common Stock being sold, or (y) a specific an exemption from such registration requirements, and that in the absence of an effective registration requirements of statement covering such Securities or an available exemption from registration under the Securities Act, but such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in claiming such exemptionthe Securities. Optionee is able, the Optionee shallwithout materially impairing Optionee’s financial condition, prior to any offer of sale or sale of such shares of Common Stock, provide hold Optionee’s investment in the Company with for an indefinite period of time and to suffer a favorable written opinion complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of counsel satisfactory to Optionee’s investment the Company, risks of Optionee’s investment and understands that (x) an investment in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee upon each exercise of this Option. Nothing herein shall be construed as requiring the Company is suitable only for an investor who is able to register bear the shares subject to this Option under economic consequences of losing Optionee’s entire investment, (y) the Securities ActCompany has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Representations and Warranties of Optionee. Notwithstanding the foregoing, this Option shall not be exercisable by the Optionee unless: (a) Optionee represents and warrants that this Option is being acquired by Optionee for Optionee’s personal account, for investment purposes only, and not with a Registration Statement view to the distribution, resale or other disposition thereof. (b) Optionee acknowledges that the Company may issue Shares upon the exercise of the Option without registering such Shares under the Securities Act of 1933, as amended (the "“Securities Act") with respect to ”), on the shares basis of Common Stock to be received upon the certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option shall may be effective expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and current at undertakings as the time Company may reasonably require in order to assure the availability of exercise; such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or (b) there is otherwise disposing thereof and an exemption from agreement by Optionee that the certificates evidencing the Shares may bear a legend indicating such non-registration requirements under the Securities Act for and the issuance of the shares of Common Stock resulting restrictions on transfer. Optionee acknowledges that, because Shares received upon exercise. The Optionee hereby represents and warrants to the Company, that: (i) the shares of Common Stock to be issued upon the exercise of this an Option may be unregistered, Optionee may be required to hold the Shares indefinitely unless they are being acquired by the Optionee subsequently registered for the Optionee's own account, for investment only and not with a view to the resale or distribution thereof; and (ii) any subsequent resale or distribution of shares of Common Stock by the Optionee will be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect to the shares of Common Stock being sold, or (y) a specific an exemption from such registration is available. (c) Optionee hereby acknowledges that, in addition to certain restrictive legends that the registration requirements securities laws of the Securities Actstate in which Optionee resides may require, each certificate representing the Shares may be endorsed with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”); THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OF RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS NOT REQUIRED. (d) Optionee hereby acknowledges that the Company may, but in claiming such exemptionis not required to, register the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee Shares issuable upon each exercise of this Option. Nothing herein shall be construed as requiring the Company to register Option with the shares subject to this Option United States Securities and Exchange Commission (the “SEC”) under the Securities ActAct in a registration statement on Form S-8.

Representations and Warranties of Optionee. Notwithstanding the foregoing, this Option shall not be exercisable by the Optionee unless: (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the shares of Common Stock to be received upon the exercise of the Option shall be effective and current at the time of exercise; or (b) there is an exemption from the registration requirements under the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents and warrants to Parent as follows: (a) The Optionee is the Companybeneficial owner of the Rollover Option, that: free and clear of all pledges, liens, proxies, claims, charges, security interests and any other encumbrances or arrangements whatsoever with respect to the ownership or transfer of the Rollover Option; (b) The Optionee is not a party to, or bound by, any contract, arrangement, agreement, instrument or order (other than this Agreement, the Option Agreement and the Plan) relating to the sale, assignment or other transfer of the Rollover Option. (c) The execution and delivery of this Agreement by the Optionee, the performance by the Optionee of his obligations hereunder and the consummation by the Optionee of the transactions contemplated hereby do not and will not violate or conflict with in any material respect, result in any material breach of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a default) under, any agreement to which the Optionee is a party. (d) The Optionee acknowledges and agrees that upon the Effective Time, the Optionee shall have no further right to receive Company Common Stock with respect to the Option. (e) The Optionee has been given the opportunity to ask questions of and receive answers from Parent and its representatives concerning (i) the shares terms and conditions of the issuance of the Parent Common Stock to be issued upon the exercise of this the Rollover Option are being acquired by and the Optionee for other transactions contemplated in connection with the Optionee's own account, for investment only and not with a view to the resale or distribution thereof; Merger Agreement and (ii) any subsequent resale or distribution the financial condition, operation and prospects of shares of Common Stock by the Optionee will be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect Parent after giving effect to the shares of Common Stock being sold, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee upon each exercise of this Option. Nothing herein shall be construed as requiring the Company to register the shares subject to this Option under the Securities ActMerger.

Representations and Warranties of Optionee. Notwithstanding the foregoing, this Option shall not be exercisable by the Optionee unless: (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the shares of Common Stock to be received upon the exercise of the Option shall be effective and current at the time of exercise; or (b) there is an exemption from the registration requirements under the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents and warrants to Parent as follows: (a) The Optionee is the Companybeneficial owner of the Rollover Options, that: free and clear of all pledges, liens, proxies, claims, charges, security interests and any other encumbrances or arrangements whatsoever with respect to the ownership or transfer of the Rollover Options; (b) The Optionee is not a party to, or bound by, any contract, arrangement, agreement, instrument or order (other than this Agreement, the applicable Option Agreements and the Plan) relating to the sale, assignment or other transfer of the Rollover Options. (c) The execution and delivery of this Agreement by the Optionee, the performance by the Optionee of his obligations hereunder and the consummation by the Optionee of the transactions contemplated hereby do not and will not violate or conflict with in any material respect, result in any material breach of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a default) under, any agreement to which the Optionee is a party. (d) The Optionee acknowledges and agrees that upon the Effective Time, the Optionee shall have no further right to receive Company Common Stock with respect to the Options. (e) The Optionee has been given the opportunity to ask questions of and receive answers from Parent and its representatives concerning (i) the shares terms and conditions of the issuance of the Parent Common Stock to be issued upon the exercise of this Option are being acquired by the Optionee for Rollover Options and the Optionee's own account, for investment only and not other transactions contemplated in connection with a view to the resale or distribution thereof; Merger Agreement and (ii) any subsequent resale or distribution the financial condition, operation and prospects of shares of Common Stock by the Optionee will be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect Parent after giving effect to the shares of Common Stock being sold, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee upon each exercise of this Option. Nothing herein shall be construed as requiring the Company to register the shares subject to this Option under the Securities ActMerger.

Representations and Warranties of Optionee. Notwithstanding the foregoing, this Option shall not be exercisable by the Optionee unless: (a) is a Registration Statement limited liability company validly existing and in good standing under the Securities Act laws of 1933the State of Delaware. Optionee has all necessary power and authority to enter into this Agreement, and, in the event that the Option is exercised in accordance with the terms of this Agreement, to carry out Optionee’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Optionee of this Agreement, and, in the event that the Option is exercised in accordance with the terms of this Agreement, the performance by Optionee of its obligations hereunder and the consummation by Optionee of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Optionee. Optionee has made available to Purchaser complete and correct copies of Optionee’s Certificate of Formation and operating agreement, as amended and in effect on the date hereof. Upon the issuance by Optionee to Optionor of the Series Interests, all such interest shall be duly authorized, validly issued, fully paid and non-assessable, and there shall be no liens, pledges, encumbrances, charges, warrants, options, rights (the "Securities Act") with respect including, without limitation, any rights of first offer, rights of first refusal, repurchase, redemption or any other rights), calls or other similar commitments of any nature relating to the shares of Common Stock Series Interests other than as mutually agreed to be received upon in writing by the exercise of the Option Optionor and Optionee and as shall be effective disclosed in the Offering Statement on Form 1-A. Optionee does not have and current shall not at the time of exercise; or (b) there is an exemption from Closing Date have any liabilities other than as shall be disclosed in the registration requirements under Offering Statement on Form 1-A. Optionee does not have and shall not at the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents and warrants to the CompanyClosing Date have any business, that: (i) the shares of Common Stock to be issued upon the exercise of this Option are being acquired by the Optionee for the Optionee's own account, for investment only and not with a view to the resale or distribution thereof; and (ii) any subsequent resale or distribution of shares of Common Stock by the Optionee will be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect to the shares of Common Stock being soldoperations, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, assets other than as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee upon each exercise of this Option. Nothing herein other than as shall be construed as requiring disclosed in the Company to register the shares subject to this Option under the Securities Act.Offering Statement on Form 1-A.