Common use of Securities Representations Clause in Contracts

Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon 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 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) the Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section; (b) the Shares must be held indefinitely by the Participant unless (i) an exemption from 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) 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 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 settlement 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 are being 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) The Participant is acquiring and will hold the Participant has been advised that Shares to be issued hereunder for investment for the Participant may be an Participant’s account only and not with a view to, or for resale in connection with, any “affiliatedistribution” thereof within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section;or other applicable securities laws. (b) The Participant will not Transfer the Shares must be held indefinitely by deliverable with respect to the RSUs in violation of the Plan, this Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the Shares to be issued hereunder unless (i) an exemption from and until the registration Participant has complied with all requirements of the Securities Act is available for Plan and this Agreement applicable to the resale disposition 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”);Shares. (c) The Participant has been furnished with, and has had access to, such information as the exemption Participant considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Participant has had an opportunity to ask questions and receive answers 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 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 Upon the exercise of the Restricted Stock Units and issuance of Shares upon settlement 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 are being 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) The Participant is acquiring and will hold the Participant has been advised that Shares to be issued hereunder for investment for the Participant may be an Participant’s account only and not with a view to, or for resale in connection with, any “affiliatedistribution” thereof within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section;or other applicable securities laws. (b) The Participant will not Transfer the Shares must be held indefinitely by deliverable upon exercise of the Option in violation of the Plan, this Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the Shares to be issued hereunder unless (i) an exemption from and until the registration Participant has complied with all requirements of the Securities Act is available for Plan and this Agreement applicable to the resale disposition 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”);Shares. (c) The Participant has been furnished with, and has had access to, such information as the exemption Participant considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Participant has had an opportunity to ask questions and receive answers 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 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 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 are being issued 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) the Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section; Section 9; (b) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Shares must be held indefinitely by the Participant unless (i) an exemption from 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 the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, 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 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 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 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, Party A represents and warrants that: (a) it is acquiring the Participant has been advised Shares for investment purposes only and not with a present view to resale or distribution in violation of applicable securities laws; it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and as a condition precedent to the issuance of 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 Participant may be 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 or an available exemption therefrom; (d) it will execute such additional investor representation letters or lock-up agreements as reasonably requested by Party B to comply with the Nasdaq rules and applicable securities laws; and (e) it understands that the Shares are “affiliaterestricted securities” within the meaning of Rule 144 under the Securities Act and that a restrictive legend in this connection substantially the Company is relying in part following form will be placed on any book entries representing the Participant’s representations set forth in this Section; Shares: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (b) the Shares must be held indefinitely by the Participant unless (i) an exemption from 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 THE “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 prospectusACT”); (c) 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 publicOR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, 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 conditionsTRANSFERRED, 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 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 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 of the Participant. The Participant acknowledges, represents and warrants that: warranties: (ai) the Participant 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 distributing or selling any such Shares; (ii) Employee has been advised that the Participant he may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933 (the “Act”) and in this connection the Company is relying in part on the ParticipantEmployee’s representations set forth in this Section; paragraph; (biii) if Employee is an affiliate, the Shares must be held indefinitely by the Participant unless (i) an and sold only pursuant to any available exemption from the registration requirements of the Securities Act is available for the any applicable resale of such Shares restrictions or (ii) until the Company files an additional a 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”); ; (civ) the transfer of Shares has not been registered under the Act, and the Shares must be held indefinitely unless subsequently registered under the Act or 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 under current law 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 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 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 are being issued 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) the Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section; Section 9; (b) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Shares must be held indefinitely by the Participant unless (i) an exemption from 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 the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, 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 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 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 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) The Shareholder is a resident of the Participant Commonwealth of Virginia, and is an "accredited investor" as that term is in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "1933 Act"). (b) The Shareholder has been advised read the Securities Reports. ▇▇▇▇▇▇ has made available to the Shareholder all documents that the Participant 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 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 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 an “affiliate” 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 under the Securities 1933 Act and in this connection have not been registered under the Company is relying in part on the Participant’s representations set forth in this Section; (b) the Shares 1933 Act and therefore must be held indefinitely by unless they are subsequently registered under the Participant unless (i) 1933 Act or an exemption from registration is available. (f) The Shareholder understands that there shall be endorsed on the registration requirements of certificate evidencing the Securities Act is available for the resale of such ▇▇▇▇▇▇ Shares or (ii) the Company files an additional registration statement (or delivered contemporaneously herewith a “re-offer prospectus”) with regard legend substantially similar 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 following: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (or to file a “re-offer prospectus”THE '1933 ACT'); (c) the exemption from registration under Rule , OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE 'RESTRICTED SECURITIES' AS DEFINED BY RULE 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the CompanyUNDER THE 1933 ACT. THE SHARES MAY NOT BE SOLD, (ii) adequate information concerning the Company is then available to the publicTRANSFERRED, 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 conditionsPLEDGED 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 settlement 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 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) the Participant has been advised that the Participant 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 investment in the Purchaser Shares, has knowledge and experience in this connection financial business matters, is capable of bearing and managing the Company risk of investment in the Purchaser Shares and is relying an “accredited investor” as defined in part on the Participant’s representations set forth in this Section; (b) the Shares must be held indefinitely by the Participant unless (i) an exemption from the registration requirements of Regulation D under the Securities Act is available for Act. Seller recognizes that the resale Purchaser Shares have not been registered under the Securities Act, nor under the securities laws 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 any state and, therefore, cannot be resold unless the resale of the Purchaser Shares (is registered under the Securities Act or to file a “re-offer prospectus”); (c) the unless an exemption from registration under Rule 144 will 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 be available under current law unless (i) a public trading market then exists for been offered the Common Stock Purchaser Shares by any 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 Purchaser, or persons acting on behalf of the CompanyPurchaser, (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 Upon the exercise of the Restricted Stock Units and issuance of Shares upon settlement 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 are being 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) The Participant is acquiring and will hold the Participant has been advised that shares of Stock to be issued hereunder for investment for the Participant may be an Participant’s account only and not with a view to, or for resale in connection with, any “affiliatedistribution” thereof within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section;or other applicable securities laws. (b) The Participant will not transfer the Option Shares must be held indefinitely by deliverable upon exercise of the Option in violation of the Plan, this Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or 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 (i) an exemption from and until the registration Participant has complied with all requirements of the Securities Act is available for Plan and this Agreement applicable to the resale disposition of such Shares or (ii) the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale shares 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”);Stock. (c) The Participant has been furnished with, and has had access to, such information as the exemption Participant considers necessary or appropriate for deciding whether to invest in the shares of Stock to be issued hereunder, and the Participant has had an opportunity to ask questions and receive answers 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 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.