Common use of Securities Representations Clause in Contracts

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting settlement of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section.Section; (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a “re-offer prospectus”).; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant Upon the delivery of the Restricted Stock Units and issuance of Shares upon vesting prior to the registration of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition pursuant to the settlement Securities Act of 1933, as amended, and the Restricted Stock Unitsrules and regulations thereunder (the “Securities Act”), the Company may require Participant shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He The Participant is acquiring and will hold the Shares to be issued hereunder for investment for the Participant’s account only and not with a view to, or she has been advised that he or she may be an for resale in connection with, any “affiliatedistribution” thereof within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this sectionother applicable securities laws. (b) If he or she is deemed an affiliate within The Participant will not Transfer the meaning of Rule 144 Shares deliverable with respect to the RSUs in violation of the ActPlan, this Agreement, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available Securities Act (or the Company files an additional registration statement (rules and regulations promulgated thereunder) or a “re-offer prospectus”) with regard to such Shares and under any other applicable securities laws. The Participant agrees that the Company is under no obligation to register Participant will not dispose of the Shares (or to file a “re-offer prospectus”)be issued hereunder unless and until the Participant has complied with all requirements of the Plan and this Agreement applicable to the disposition of such Shares. (c) If he The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or she is deemed appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Participant has had an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption opportunity to ask questions and receive answers from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Shares. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Participant’s investment in limited amounts in accordance with such terms and conditionsShares.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, Each Limited Partner hereby represents and warrants that: to the Partnership and the General Partner that such Limited Partner (ai) He has acquired its Partnership Interest for itself for investment purposes only, and not with a view to any resale or she distribution of such Partnership Interest, (ii) has been advised and understands that he or she may such Partnership Interest has not been and will not be an “affiliate” within the meaning of Rule 144 registered under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions state securities laws and, therefore, cannot be resold unless such Partnership Interest is available registered under the Securities Act and all applicable state securities laws, or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption unless exemptions from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the publicare available, and (iii) other has, either alone or with its “purchaser representatives” as that term is defined in Rule 501(h) under the Securities Act, such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Partnership. Each Limited Partner further acknowledges that the Partnership and the General Partner have made available to such Limited Partner, at a reasonable time prior to its acquisition of its Partnership Interest, the opportunity to ask questions and receive answers concerning the terms and conditions of Rule 144 such acquisition and to obtain any additional information which the Partnership and/or the General Partner possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished by the Partnership and the General Partner in connection with such acquisition. Each Limited Partner admitted to the Partnership after the date hereof, shall, by its agreeing to be bound by the terms hereof, be deemed to have represented and warranted to the Partnership and the General Partner that such Limited Partner (i) acquired its Partnership Units for itself for investment purposes only, and not with a view to any resale or distribution of such Partnership Units, (ii) has been advised and understands that such Partnership Units have not been and will not be registered under the Securities Act or any exemption therefrom applicable state securities laws and, therefore, cannot be resold unless such Partnership Units are complied with; registered under the Securities Act and all applicable state securities laws, or unless exemptions from registration are available, and (iii) has, either alone or with its “purchaser representatives” as that term is defined in Rule 501(h) under the Securities Act, such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Partnership, and that the Partnership and the General Partner made available to such Limited Partner, at a reasonable time prior to its acquisition of its Partnership Interest, the opportunity to ask questions and receive answers concerning the terms and conditions of such acquisition and to obtain any sale additional information which the Partnership and/or the General Partner possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of the Shares may be made only information furnished by the Partnership and the General Partner in limited amounts in accordance connection with such terms and conditionsacquisition.

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition pursuant to the settlement Securities Act of 1933, as amended, and the Restricted Stock Unitsrules and regulations thereunder (the “Securities Act”), the Company may require Participant shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He The Participant is acquiring and will hold the Shares to be issued hereunder for investment for the Participant’s account only and not with a view to, or she has been advised that he or she may be an for resale in connection with, any “affiliatedistribution” thereof within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this sectionother applicable securities laws. (b) If he or she is deemed an affiliate within The Participant will not Transfer the meaning of Rule 144 Shares deliverable upon exercise of the ActOption in violation of the Plan, this Agreement, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available Securities Act (or the Company files an additional registration statement (rules and regulations promulgated thereunder) or a “re-offer prospectus”) with regard to such Shares and under any other applicable securities laws. The Participant agrees that the Company is under no obligation to register Participant will not dispose of the Shares (or to file a “re-offer prospectus”)be issued hereunder unless and until the Participant has complied with all requirements of the Plan and this Agreement applicable to the disposition of such Shares. (c) If he The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or she is deemed appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Participant has had an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption opportunity to ask questions and receive answers from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such Shares. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Participant’s investment in limited amounts in accordance with such terms and conditionsShares.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be are being issued to the Participant and this Agreement is being made by the Company Employee in reliance upon the following express representations and warranties warranties: (i) the Shares are being acquired for Employee’s own account and not with a view to, or for sale with, the distribution thereof, nor with any present intention of the Participant. The Participant acknowledges, represents and warrants that: distributing or selling any such Shares; (aii) He or she Employee has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended 1933 (the “Act”) and in this connection the Company is relying in part on his or her Employee’s representations set forth in this section. paragraph; (biii) If he or she if Employee is deemed an affiliate within the meaning of Rule 144 of the Actaffiliate, the Shares must be held indefinitely unless an and sold only pursuant to any available exemption from any applicable resale restrictions is available or until the Company files an additional a registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). ; (civ) If he or she is deemed an affiliate within the meaning transfer of Rule 144 of Shares has not been registered under the Act, he and the Shares must be held indefinitely unless subsequently registered under the Act or she an exemption from such registration is available and the Company is under no obligation to register the Shares; and (v) if Employee is an affiliate, Employee understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock Shares of the Company, ; (ii) adequate information concerning the Company is then available to the public, ; and (iiiz) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, Party A represents and warrants that: (a) He it is acquiring the Shares for investment purposes only and not with a present view to resale or she has been advised that he or she may be distribution in violation of applicable securities laws; it is an “affiliateaccredited investor” within as such term is defined in Rule 501(a) of Regulation D under the meaning Securities Act, and as a condition precedent to the issuance of Rule 144 any Shares, it shall promptly deliver to Party B a duly executed investor questionnaire and other documentation reasonably required by Party B to verify such status; (b) it understands that the Shares have not been, and will not be, registered under the Securities Act, or any state securities laws, and are being issued in reliance upon a specific exemption from the registration provisions of the Securities Act and such state securities laws; (c) it will not sell, transfer or dispose of the Shares except pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section.an available exemption therefrom; (bd) If he it will execute such additional investor representation letters or she is deemed an affiliate within lock-up agreements as reasonably requested by Party B to comply with the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any Nasdaq rules and applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).securities laws; and (ce) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she it understands that the exemption from registration Shares are “restricted securities” under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; Securities Act and that a restrictive legend in substantially the following form will be placed on any sale of book entries representing the Shares may be made only in limited amounts in accordance with such terms and conditionsShares: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued are being distributed to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: : (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section. Section 9; (b) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, the Shares must be held indefinitely by the Participant unless an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to register the resale of the Shares (or to file a “re-offer prospectus”). ; (c) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, he or she the Participant understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (d) the Participant is either, as indicated by the Participant on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participant is capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued are being distributed to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: : (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section. Section 9; (b) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, the Shares must be held indefinitely by the Participant unless an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to register the resale of the Shares (or to file a “re-offer prospectus”). ; (c) If he or she if the Participant is deemed an affiliate within the meaning of Rule 144 of under the Securities Act, he or she the Participant understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.; and (d) the Participant is either, as indicated by the Participant on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participant is capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares. ​

Securities Representations. The grant Upon the exercise of the Restricted Stock Units and issuance of Shares upon vesting Option prior to the registration of the Restricted shares of Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may to be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition pursuant to the settlement Securities Act of 1933, as amended, and the Restricted Stock Unitsrules and regulations thereunder (the “Securities Act”), the Company may require Participant shall be deemed to acknowledge and make the Participant to satisfy any qualifications that following representations and warranties and as otherwise may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued to the Participant and this Agreement is being made requested by the Company for compliance with applicable laws, and any issuances of shares of Stock by the Company hereunder shall be made in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He The Participant is acquiring and will hold the shares of Stock to be issued hereunder for investment for the Participant’s account only and not with a view to, or she has been advised that he or she may be an for resale in connection with, any “affiliatedistribution” thereof within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this sectionother applicable securities laws. (b) If he or she is deemed an affiliate within The Participant will not transfer the meaning of Rule 144 Option Shares deliverable upon exercise of the ActOption in violation of the Plan, this Agreement, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available Securities Act (or the Company files an additional registration statement (rules and regulations promulgated thereunder) or a “re-offer prospectus”) under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the shares of Stock to be issued hereunder unless and until the Participant has complied with regard all requirements of the Plan and this Agreement applicable to the disposition of such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)shares of Stock. (c) If he The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or she is deemed appropriate for deciding whether to invest in the shares of Stock to be issued hereunder, and the Participant has had an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption opportunity to ask questions and receive answers from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; the issuance of such shares of Stock. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and that any sale is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the shares of Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Shares may be made only Participant’s investment in limited amounts in accordance with such terms and conditionsshares of Stock.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting settlement of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock UnitsStock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section.Section; (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a “re-offer prospectus”).; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition are being distributed to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued to the Participant Participants and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ParticipantParticipants. The Participant acknowledgesParticipants acknowledge, represents represent and warrants warrant that: : (a) He or she has the Participants have been advised that he or she the Participants may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participants’ representations set forth in this section. Section 9; (b) If he or she is if the Participants are deemed an affiliate within the meaning of Rule 144 of under the Securities Act, the Shares must be held indefinitely by the Participants unless an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to register the resale of the Shares (or to file a “re-offer prospectus”). ; (c) If he or she is if the Participants are deemed an affiliate within the meaning of Rule 144 of under the Securities Act, he or she understands the Participants understand that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.; and (d) the Participants are either, as indicated by each of the Participants on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participants are capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares. ​

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised The Shareholder is a resident of the Commonwealth of Virginia, and is an "accredited investor" as that he or she may be an “affiliate” within the meaning term is in Rule 501 of Rule 144 Regulation D under the Securities Act of 1933, as amended (the “"1933 Act”) and in this connection the Company is relying in part on his or her representations set forth in this section"). (b) If he The Shareholder has read the Securities Reports. ▇▇▇▇▇▇ has made available to the Shareholder all documents that the Shareholder has requested relating to the ▇▇▇▇▇▇ Shares, and has provided answers to all of the Shareholder's questions concerning the ▇▇▇▇▇▇ Shares. In addition, the Shareholder has had an opportunity to discuss the ▇▇▇▇▇▇ Shares with representatives of ▇▇▇▇▇▇ and to ask questions of them. Without limiting the foregoing, the Shareholder understands and acknowledges that neither ▇▇▇▇▇▇ nor anyone acting on its behalf has made any representations or she warranties other than those contained herein respecting ▇▇▇▇▇▇ or the future conduct of ▇▇▇▇▇▇'▇ business or of Real-Tool's business, and the Shareholder has not relied upon any representations or warranties other than those contained herein in the belief that they were made on behalf of ▇▇▇▇▇▇. (c) The Shareholder recognizes that receipt of the ▇▇▇▇▇▇ Shares involves certain risks, including without limitation those set forth in the Registration Statement on the Form S-3 that is deemed an affiliate one of the Securities Reports and has sufficient knowledge to understand all such risks. (d) The Shareholder hereby agrees to not sell, or otherwise transfer, in the aggregate, more than fifty thousand (50,000) ▇▇▇▇▇▇ Shares during any calendar quarter. (e) The Shareholder is acquiring the ▇▇▇▇▇▇ Shares to be issued to him without a view to any distribution or resale thereof, other than a distribution or resale that, in the opinion of counsel, which opinion is satisfactory to ▇▇▇▇▇▇, may be made without violating the registration provisions of the 1933 Act or applicable Virginia securities laws. The ▇▇▇▇▇▇ Shares are "restricted securities" within the meaning of Rule 144 of under the Act, 1933 Act and have not been registered under the Shares 1933 Act and therefore must be held indefinitely unless they are subsequently registered under the 1933 Act or an exemption from any applicable resale restrictions registration is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)available. (cf) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she The Shareholder understands that there shall be endorsed on the exemption from registration under Rule 144 will not be available unless (i) certificate evidencing the ▇▇▇▇▇▇ Shares delivered contemporaneously herewith a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available legend substantially similar to the publicfollowing: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and AS AMENDED (iii) other terms and conditions of Rule THE '1933 ACT'), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE 'RESTRICTED SECURITIES' AS DEFINED BY RULE 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditionsUNDER THE 1933 ACT. THE SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE SHARES UNDER THE 1933 ACT, OR IN LIEU THEREOF, AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE ISSUER OF THE SHARES, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACTS."

Securities Representations. The grant Each Seller is, or will be, acquiring the Closing Shares, New Preferred Shares and the shares of Purchaser common stock issuable upon conversion thereof (if any)(collectively, the “Purchase Securities”), for its or his own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject toSecurities Act, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares a manner which would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 registration under the Securities Act or any state securities laws. Seller can bear the economic risk of 1933investment in the Purchaser Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the Purchaser Shares and is an “accredited investor” as amended (defined in Regulation D under the “Securities Act”) and in this connection . Seller recognizes that the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within Purchaser Shares have not been registered under the meaning Securities Act, nor under the securities laws of Rule 144 any state and, therefore, cannot be resold unless the resale of the Act, Purchaser Shares is registered under the Shares must be held indefinitely Securities Act or unless an exemption from registration is Purchase and Sale Agreement available. Seller has carefully considered and has, to the extent it or he believes such discussion necessary, discussed with its or his professional, legal, tax and financial advisors, the suitability of an investment in the Purchaser Shares for its or his particular tax and financial situation and its and his respective advisers, if such advisors were deemed necessary, have determined that the Purchaser Shares are a suitable investment for it or him. Seller has not been offered the Purchaser Shares by any applicable resale restrictions is available form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Seller’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Seller has had an opportunity to ask questions of and receive satisfactory answers from the Company files an additional registration statement (Purchaser, or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). (c) If he or she is deemed an affiliate within the meaning of Rule 144 persons acting on behalf of the ActPurchaser, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 the Purchaser Shares and the Purchaser, and all such questions have been answered to the full satisfaction of Seller. The Purchaser has not supplied Seller any information regarding the Purchaser Shares or any exemption therefrom are complied with; an investment in the Purchaser Shares other than as contained in this Agreement, and that any sale Seller is relying on its or his own investigation and evaluation of the Purchaser and the Purchaser Shares may be made only in limited amounts in accordance with such terms and conditionsnot on any other information.

Securities Representations. The grant If the Committee or Board determines that the law so requires, the holder of the Restricted Stock Units granted hereunder and issuance of Shares upon vesting the holder of the Restricted Stock Units shall be subject toOption granted hereunder shall, upon any exercise or conversion thereof, execute and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition deliver to the settlement of the Restricted Stock UnitsCompany a written statement, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued in a form satisfactory to the Participant Company, representing and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants warranting that: (a) He or she the holder has been advised that he or she holder may be an “"affiliate” " within the meaning of Rule 144 under the Securities Act of 1933, as amended 1933 (the “"Act”") and in this connection the Company is relying in part on his or her the holder's representations set forth in this section.Section; (b) If he or she is deemed an affiliate within the meaning of Rule 144 holder understands that the Restricted Stock and Shares received on any exercise of the Act, the Shares Option must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “"re-offer prospectus”") with regard to such Shares and the Company is under no obligation to register the such Shares (or to file a “"re-offer prospectus”")., except as otherwise permitted herein; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she holder understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 144, or any exemption therefrom are complied with; with and that any sale of the Restricted Stock or Shares acquired pursuant to the Option may be made only in limited amounts in accordance with such terms and conditions; (d) Shares acquired pursuant to the Option and/or the Restricted Stock are for the holder's own account and not acquired or obtained with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any such Shares; (e) in the event that the holder is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares acquired pursuant to the Option or the Restricted Stock, the holder may only do so pursuant to a registration statement under the Act and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration is not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) complies with the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company with respect to the certificates evidencing the Shares acquired pursuant to the Option or the Restricted Stock, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel satisfactory to the Company that such registration is not required; (f) the holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that the holder may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting settlement of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she the Participant has been advised that he or she the Participant may be an “"affiliate” " within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant's representations set forth in this section.; (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a “"re-offer prospectus”") with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a “"re-offer prospectus”").; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised BHI is an "accredited investor" as that he or she may be an “affiliate” within the meaning term is defined in Rule 501 of Rule 144 Regulation D promulgated under the Securities Act of 1933, as amended (the “"Securities Act”"). BHI is not a "U.S. person" as that term is defined under Rule 902 of Regulation S promulgated under the Securities Act. This Agreement has been executed by BHI outside the "United States" (as defined in Rule 902(1) of Regulation S). BHI is acquiring the Shares in an "offshore transaction" (as defined in Rule 902(h) of Regulation S). The Shares were not offered to BHI in the United States and in at the time of execution of this connection Agreement and the Company is relying in part on his or her representations set forth in this section.time of any offer to BHI to purchase the Shares hereunder, BHI was physically outside of the United States (b) If he BHI is not acquiring the Shares for the account or she benefit of any U.S. person. The Shares are being acquired by BHI for investment purposes only, for BHI's own account and not with the view to any resale or distribution thereof, and BHI is not participating, directly or indirectly, in an underwriting of such Shares, and will not take, or cause to be taken, any action that would cause BHI to be deemed an affiliate within the meaning "underwriter" of Rule 144 such Shares as defined in Section 2(11) of the Securities Act. BHI acknowledges that BHI has been offered an opportunity to ask questions of, and received answers from, Parent concerning Parent and its proposed investments, and that, to BHI's knowledge, Parent has fully complied with any request for such information. BHI has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, is able to bear such risks, and has obtained, in BHI's judgment, sufficient information from Parent to evaluate the merits and risks of an investment in the Shares. BHI has evaluated the risks of investing in Parent and has determined that the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or are a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”)suitable investment for BHI. (c) If he BHI is not relying on Parent with respect to tax and other economic considerations involved in this transaction. BHI acknowledges that BHI has been advised by Parent to consult with its tax or she financial consultants prior to entering into this Agreement. SCHEDULE B REPRESENTATIONS AND WARRANTIES OF CLEARWIRE SECTION 1. ORGANIZATION; GOOD STANDING; QUALIFICATION. Clearwire is deemed an affiliate within a company duly organized, validly existing, and in good standing under the meaning of Rule 144 laws of the ActLuxembourg. Parent is a company duly organized, he or she understands that validly existing, and in good standing under the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock laws of the Company, (ii) adequate information concerning the Company is then available State of Delaware. Each of Clearwire and Parent has all requisite corporate power and authority to the publicexecute and deliver, and (iii) other terms carry out the provisions of, this Agreement and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditionsAncillary Agreement to which it is a party.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section. (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).. Form 7 3/15 (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting settlement of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: (a) He or she the Participant has been advised that he or she the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her the Participant’s representations set forth in this section.; (b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Shares (or to file a “re-offer prospectus”).; (c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.