Common use of Representations of the Optionee Clause in Contracts

Representations of the Optionee. The Optionee represents and agrees that if the Optionee exercises this option in whole or in part at a time when there is not in effect under the Securities Act of 1933, as amended (the "Act"), a registration statement relating to the shares issuable upon exercise hereof and available for delivery to him or her a prospectus meeting the requirements of Sections 5 and 10 of the Act, the Optionee, if requested to do so by the Company, will acquire the shares issuable upon such exercise for the purpose of investment and not with a view to their resale or distribution, and upon each such exercise of this option the Optionee will furnish to the Company a written statement to such effect, satisfactory in form and substance to the Company and its counsel. Optionee further represents and agrees that if and when Optionee upon exercise of this option at a time when there is not in effect under the Act a registration statement relating to the resale of such shares and available for delivery a prospectus meeting the requirements of Section 5 and 10 of the Act, and if Optionee is then an officer, director or holder of 10% or more of the stock of the Company, the Optionee will notify the Company prior to any such offering or sale and will abide by the opinion of counsel to the Company as to whether and under what conditions and circumstances, if any, he or she may offer and sell such shares. Optionee further agrees that no shares may be acquired hereunder pursuant to exercise of the option extended hereby unless and until any then applicable requirements of the Securities and Exchange Commission, the Maryland State Securities Commission, other regulatory agencies, including any other state securities law commissioners, having jurisdiction over the Company or such issuance, or any exchanges upon which common stock of the Company may be listed, shall have been fully satisfied. Optionee understands that the certificates representing the shares acquired pursuant to this option may bear a legend referring to the foregoing matters and any limitations under the Act and state securities laws with respect to the transfer of such shares, and the Company may impose stop transfer instructions to implement such limitations, if applicable. Any person or persons entitled to exercise this option under the provisions of Paragraph 2 above shall be bound by and obligated under the provisions of this Paragraph 6 to the same extent as is the Optionee.

Representations of the Optionee. (a) The Optionee represents has the legal right, power and agrees authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Optionee, enforceable against him in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency or other laws of general applicability affecting creditors' rights and by general principles of equity, whether such principles are considered at law or in equity). (b) The Optionee acknowledges that, to the extent he is an "affiliate" of the Company (as that if term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended), or to the extent that the Optionee exercises this option is acquiring the Shares for his own account, for investment purposes and not with a view to, or for sale in whole or connection with, any distribution thereof. The Optionee is an accredited investor within the definition set forth in part at a time when there is Rule 50 1(a) of the Securities Act of 1933, as amended. The Purchaser understands that because the Shares have not in effect been registered under the Securities Act of 1933, as amended (the "Securities Act"), he cannot dispose of any or all of the Shares unless such Shares are subsequently registered under the Securities Act or exemptions from such registration are available. The Purchaser understands that each certificate representing the Shares will bear the following legend or one substantially similar thereto: These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement relating in effect with respect to the shares issuable upon exercise hereof and available for delivery to him or her a prospectus meeting the requirements of Sections 5 and 10 of the Actsecurities under such Act or, the Optionee, if requested to do so except as otherwise determined by the Company, will acquire the shares issuable upon such exercise for the purpose an opinion of investment and not with a view to their resale or distribution, and upon each such exercise of this option the Optionee will furnish counsel satisfactory to the Company a written statement that such registration is not required or unless sold pursuant to Rule 144 of such effectAct. (c) The Buyer is not required to make any filing with, satisfactory or obtain any permit, authorization or approval of, any governmental authority in form connection with the execution and substance to the Company and its counsel. Optionee further represents and agrees that if and when Optionee upon exercise delivery of this option at a time when there is not in effect under the Act a registration statement relating to the resale of such shares and available for delivery a prospectus meeting the requirements of Section 5 and 10 of the Act, and if Optionee is then an officer, director or holder of 10% or more of the stock of the Company, the Optionee will notify the Company prior to any such offering or sale and will abide by the opinion of counsel to the Company as to whether and under what conditions and circumstances, if any, he or she may offer and sell such shares. Optionee further agrees that no shares may be acquired hereunder pursuant to exercise of the option extended hereby unless and until any then applicable requirements of the Securities and Exchange Commission, the Maryland State Securities Commission, other regulatory agencies, including any other state securities law commissioners, having jurisdiction over the Company or such issuance, or any exchanges upon which common stock of the Company may be listed, shall have been fully satisfied. Optionee understands that the certificates representing the shares acquired pursuant to this option may bear a legend referring to the foregoing matters and any limitations under the Act and state securities laws with respect to the transfer of such shares, Agreement and the Company may impose stop transfer instructions to implement such limitations, if applicable. Any person or persons entitled to exercise this option under the provisions sale of Paragraph 2 above shall be bound by and obligated under the provisions of this Paragraph 6 to the same extent as is the OptioneeShares contemplated hereby.