Common use of Securities Representations Clause in Contracts

Securities Representations. Upon the delivery of the Shares prior to the registration of the Shares to be issued hereunder pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be 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 express representations and warranties of the Participant: (a) 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 for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Participant will not Transfer the Shares 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 and until the Participant has complied with all requirements of the Plan and this Agreement applicable to the disposition of such Shares. (c) The Participant has been furnished with, and has had access to, such information as the 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 the Company regarding the terms and conditions of 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 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 Participant’s investment in such Shares.

Securities Representations. Upon the delivery of the Shares prior to the registration of the Shares to be issued hereunder pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be 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 express representations and warranties of the ParticipantParty A represents that: (a) The Participant it is acquiring and will hold the Shares to be issued hereunder for investment for the Participant’s account purposes only and not with a present view toto 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 Shares have not been, and will not be, registered under the Securities Act, or for resale any state securities laws, and are being issued in connection with, any “distribution” thereof within reliance upon a specific exemption from the meaning registration provisions of the Securities Act or other applicable and such state securities laws.; (bc) The Participant it will not Transfer the Shares deliverable with respect to the RSUs in violation of the Plansell, this Agreement, the Securities Act (transfer 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 except pursuant to be issued hereunder unless and until an effective registration statement under the Participant has complied with all requirements of the Plan and this Agreement applicable to the disposition of such Shares. (c) The Participant has been furnished with, and has had access to, such information as the Participant considers necessary Securities Act 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 the Company regarding the terms and conditions of the issuance of such Shares.available exemption therefrom; (d) The Participant is aware 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 an investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Shares to are “restricted securities” under the Securities Act and that a restrictive legend in substantially the following form will be issued hereunder for an indefinite period and to suffer a complete loss of placed on any book entries representing the Participant’s investment in such Shares: “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. Upon the delivery of the The Shares prior are being issued to the registration of the Shares to be issued hereunder pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made Employee in reliance upon the following express representations and warranties of the Participant: warranties: (ai) The Participant is acquiring and will hold the Shares to be issued hereunder are being acquired for investment for the ParticipantEmployee’s own account only and not with a view to, or for resale in connection sale with, the distribution thereof, nor with any present intention of distributing or selling any such Shares; (ii) Employee has been advised that he may be an “distributionaffiliate” thereof within the meaning of Rule 144 under the Securities Act or other applicable securities laws. of 1933 (bthe “Act”) The Participant will not Transfer and in this connection the Company is relying in part on Employee’s representations set forth in this paragraph; (iii) if Employee is an affiliate, the Shares deliverable with respect must be held and sold only pursuant to any available exemption from any applicable resale restrictions or until the RSUs in violation of the Plan, this Agreement, the Securities Act Company files a registration statement (or a “re-offer prospectus”) with regard to such Shares and the rules and regulations promulgated thereunder) or Company is under any other applicable securities laws. The Participant agrees that the Participant will not dispose of no obligation to register the Shares (or to be issued hereunder unless and until file a “re-offer prospectus”); (iv) the Participant transfer of Shares has complied with all requirements of not been registered under the Plan and this Agreement applicable to the disposition of such Shares. (c) The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunderAct, and the Participant has had Shares must be held indefinitely unless subsequently registered under the Act or an opportunity to ask questions exemption from such registration is available and receive answers from the Company regarding 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 Shares of the Company; (ii) adequate information concerning the Company is then available to the public; and (z) other terms and conditions of the issuance Rule 144 or any exemption therefrom are complied with and that any sale of such Shares. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Shares to may be issued hereunder for an indefinite period made only in limited amounts in accordance with such terms and to suffer a complete loss of the Participant’s investment in such Sharesconditions.

Securities Representations. Upon the delivery of the The Shares prior are being distributed to the registration of the Shares to be issued hereunder pursuant to the Securities Act of 1933, as amended, Participant and the rules and regulations thereunder (the “Securities Act”), the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be this Agreement is being made in reliance upon the following express representations and warranties of the Participant: . The Participant acknowledges, represents and warrants that: (a) The the Participant is acquiring and will hold has been advised that the Shares to Participant may be issued hereunder for investment for the Participant’s account only and not with a view to, or for resale in connection with, any an “distributionaffiliate” thereof within the meaning of Rule 144 under the Securities Act or other applicable securities laws. and the Company is relying in part on the Participant’s representations set forth in this Section 9; (b) The if the Participant will not Transfer is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Shares deliverable with respect to must be held indefinitely by the RSUs in violation Participant unless an exemption from the registration requirements of the Plan, this Agreement, 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 rules resale of such Shares and regulations promulgated thereunder) or the Company is under any other applicable securities laws. The Participant agrees that no obligation to register the Participant will not dispose resale of the Shares (or to 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. file a “re-offer prospectus”); (c) The if the Participant has been furnished withis 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 Shares, (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 had access to(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 information knowledge and experience in financial and business matters so as to be capable of evaluating the Participant considers necessary merits and risks of his, her or appropriate for deciding whether to invest its investment in the Shares to be issued hereunderShares, and the Participant has had an opportunity to ask questions and receive answers from is capable of bearing the Company regarding the terms and conditions of the issuance economic risks of such Shares. (d) The Participant investment and is aware that an able to bear the complete loss of his, her or its investment in the Company is a speculative investment that has limited liquidity and 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 Participant’s investment in such Shares.

Securities Representations. Upon the delivery of the The Shares prior are being distributed to the registration of the Shares to be issued hereunder pursuant to the Securities Act of 1933, as amended, Participant and the rules and regulations thereunder (the “Securities Act”), the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be this Agreement is being made in reliance upon the following express representations and warranties of the Participant: . The Participant acknowledges, represents and warrants that: (a) The the Participant is acquiring and will hold has been advised that the Shares to Participant may be issued hereunder for investment for the Participant’s account only and not with a view to, or for resale in connection with, any an “distributionaffiliate” thereof within the meaning of Rule 144 under the Securities Act or other applicable securities laws. and the Company is relying in part on the Participant’s representations set forth in this Section 9; (b) The if the Participant will not Transfer is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Shares deliverable with respect to must be held indefinitely by the RSUs in violation Participant unless an exemption from the registration requirements of the Plan, this Agreement, 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 rules resale of such Shares and regulations promulgated thereunder) or the Company is under any other applicable securities laws. The Participant agrees that no obligation to register the Participant will not dispose resale of the Shares (or to 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. file a “re-offer prospectus”); (c) The if the Participant has been furnished withis 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 Shares, (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 had access to(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 information knowledge and experience in financial and business matters so as to be capable of evaluating the Participant considers necessary merits and risks of his, her or appropriate for deciding whether to invest its investment in the Shares to be issued hereunderShares, and the Participant has had an opportunity to ask questions and receive answers from is capable of bearing the Company regarding the terms and conditions of the issuance economic risks of such Shares. (d) The Participant investment and is aware that an able to bear the complete loss of his, her or its investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete lossShares. 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 Participant’s investment in such Shares.​

Securities Representations. Upon the delivery exercise of the Shares Option prior to the registration of the Shares shares of Stock to be issued hereunder pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by the Company for compliance with applicable laws, and any issuances of Shares shares of Stock by the Company hereunder shall be made in reliance upon the express representations and warranties of the Participant: (a) The Participant is acquiring and will hold the Shares shares of Stock to be issued hereunder for investment for the Participant’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Participant will not Transfer transfer the Option Shares deliverable with respect to upon exercise of the RSUs 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 shares of Stock to 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 Sharesshares of Stock. (c) The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or appropriate for deciding whether to invest in the Shares shares of Stock to be issued hereunder, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of such Sharesshares of Stock. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Shares shares of Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Participant’s investment in such Sharesshares of Stock.

Securities Representations. Upon the delivery (a) The Shareholder is a resident of the Shares prior to the registration Commonwealth of the Shares to be issued hereunder pursuant to Virginia, and is an "accredited investor" as that term is in Rule 501 of Regulation D under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (the “Securities "1933 Act”"), the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be 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 express representations and warranties of the Participant: (a) 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 for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws. (b) The Participant will not Transfer Shareholder has read the Shares deliverable with respect Securities Reports. ▇▇▇▇▇▇ has made available to the RSUs in violation Shareholder all documents that the Shareholder has requested relating to the ▇▇▇▇▇▇ Shares, and has provided answers to all of the Plan, this AgreementShareholder's questions concerning the ▇▇▇▇▇▇ Shares. In addition, the Securities Act (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 rules future conduct of ▇▇▇▇▇▇'▇ business or of Real-Tool's business, and regulations promulgated thereunder) the Shareholder has not relied upon any representations or under any warranties other applicable securities laws. The Participant agrees than those contained herein in the belief that the Participant will not dispose they were made on behalf of the Shares to 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) The Participant has been furnished withShareholder 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 had access to, sufficient knowledge to understand all such information as the 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 the Company regarding the terms and conditions of the issuance of such Sharesrisks. (d) The Participant is aware that an investment Shareholder hereby agrees to not sell, or otherwise transfer, in the Company aggregate, more than fifty thousand (50,000) ▇▇▇▇▇▇ Shares during any calendar quarter. (e) The Shareholder is a speculative investment that has limited liquidity and is subject to acquiring 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 him without a complete loss 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 Participant’s investment in such Shares1933 Act or applicable Virginia securities laws. The ▇▇▇▇▇▇ Shares are "restricted securities" within the meaning of Rule 144 under the 1933 Act and have not been registered under the 1933 Act and therefore must be held indefinitely unless they are subsequently registered under the 1933 Act or an exemption from registration is available. (f) The Shareholder understands that there shall be endorsed on the certificate evidencing the ▇▇▇▇▇▇ Shares delivered contemporaneously herewith a legend substantially similar to the following: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE '1933 ACT'), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE 'RESTRICTED SECURITIES' AS DEFINED BY RULE 144 UNDER 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. Upon the delivery of The Company understands and acknowledges that the Shares prior to the registration of the Shares to be issued hereunder are not being offered pursuant to a prospectus or similar document and have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), the Israeli Securities Law - 1968, as amended, or of any other state or jurisdiction, and the rules Company acknowledges that the Shares are “restricted securities” and regulations thereunder (the “Securities Act”), the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by the Company for compliance with applicable lawsare not, and any issuances of Shares by the will not be, tradable unless they are subsequently registered under applicable securities laws or an exemption from such registration is available. The Company hereunder shall be made in reliance upon the express representations and warranties of the Participant: (a) The Participant is acquiring and will hold purchasing the Shares to be issued hereunder for investment purposes, for the Participant’s its own account only as principal and not with a view toto or for distributing or reselling the Shares or any part thereof, and agrees that it will not divide its interest in the Shares with others, resell, or for resale otherwise distribute the Shares in violation of federal or state securities laws. The Company does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares. The Company is able, by reason of the business and financial experience of its officers and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection withwith the transactions described in the Agreement and the documents ancillary thereto. The Company understands that (i) there is and will be no market for the Shares, any “distribution” thereof within (ii) the meaning sale of the Shares has not been and will not be registered under the Securities Act in reliance, inter alia, on the exemption for non-public offerings provided by Section 4(2) of the Securities Act or other applicable securities laws. (b) The Participant will not Transfer the Shares deliverable with respect to the RSUs in violation of the Plan, this Agreement, and Regulation D promulgated thereunder and must be held indefinitely unless it is subsequently registered under the Securities Act or an exemption from such registration is available, (iii) SDS is under no obligation to register the Shares on the Company's behalf or to assist the rules and regulations promulgated thereunder) Company in complying with any exemption from registration or under to qualify for any other applicable securities lawssuch exemption. The Participant agrees that Company has been provided with an opportunity for a reasonable period of time prior to the Participant will not dispose date of the Agreement to obtain additional information concerning the Shares to be issued hereunder unless and until the Participant has complied with SDS and all requirements of the Plan and this Agreement applicable other information to the disposition of extent SDS possesses such Shares. (c) The Participant has been furnished with, information or can acquire it without unreasonable effort or expense and has had access to, such information as the 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 such questions as it has deemed necessary of, and to receive answers from the Company regarding from, representatives of SDS concerning the terms and conditions of the issuance Shares and the merits and risks of investing in the Shares. The Company understands that no federal or state agency has passed upon the Shares or made any finding or determination as to the fairness of the investment or any recommendation or endorsement of the Shares. The Company understands and acknowledges that: (i) the Shares are being offered and sold to it without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such Shares. (d) The Participant is aware that an investment exemption depends in part on, and SDS will rely upon the accuracy and truthfulness of, the foregoing representations and the Company is a speculative investment that has limited liquidity and is subject hereby consents to the risk of complete losssuch reliance. The Participant is able, without impairing the Participant’s financial condition, to hold Company understands and agrees that each certificate representing the Shares to may be issued hereunder for endorsed with an indefinite period and to suffer a complete loss of the Participantappropriate restrictive legend in SDS’s investment in such Sharesreasonable discretion.

Securities Representations. Upon the delivery The grant of the Restricted Stock Units and issuance of Shares prior to the registration 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 to may be issued hereunder pursuant 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 Securities Act settlement of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)Restricted Stock Units, the Company may require the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise satisfy any qualifications that may be requested 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 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 the Participant is acquiring and will hold has been advised that the Shares to Participant may be issued hereunder for investment for the Participant’s account only and not with a view to, or for resale in connection with, any “distribution” thereof an "affiliate" within the meaning of Rule 144 under the Securities Act or other applicable securities laws.and in this connection the Company is relying in part on the Participant's representations set forth in this section; (b) The Participant will not Transfer the Shares deliverable with respect to must be held indefinitely by the RSUs in violation Participant unless (i) an exemption from the registration requirements of the Plan, this Agreement, 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 rules resale of such Shares and regulations promulgated thereunder) the Company is under no obligation to continue in effect a Form S-8 Registration Statement or under any other applicable securities laws. The Participant agrees that to otherwise register the Participant will not dispose resale of the Shares (or to 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.file a "re-offer prospectus"); (c) The Participant has been furnished withthe 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 has had access to, such information as the 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 the Company regarding the (iii) other terms and conditions of the issuance Rule 144 or any exemption therefrom are complied with and that any sale of such Shares. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Shares to may be issued hereunder for an indefinite period made only in limited amounts in accordance with such terms and to suffer a complete loss of the Participant’s investment in such Sharesconditions.

Securities Representations. Upon the delivery The grant of the Restricted Stock Units and issuance of Shares prior to the registration 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 to may be issued hereunder pursuant 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 Securities Act settlement of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)Restricted Stock Units, the Company may require the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise satisfy any qualifications that may be requested 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 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 the Participant is acquiring and will hold has been advised that the Shares to Participant may be issued hereunder for investment for the Participant’s account only and not with a view to, or for resale in connection with, any an “distributionaffiliate” thereof within the meaning of Rule 144 under the Securities Act or other applicable securities laws.and in this connection the Company is relying in part on the Participant’s representations set forth in this section; (b) The Participant will not Transfer the Shares deliverable with respect to must be held indefinitely by the RSUs in violation Participant unless (i) an exemption from the registration requirements of the Plan, this Agreement, 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 rules resale of such Shares and regulations promulgated thereunder) the Company is under no obligation to continue in effect a Form S-8 Registration Statement or under any other applicable securities laws. The Participant agrees that to otherwise register the Participant will not dispose resale of the Shares (or to 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.file a “re-offer prospectus”); (c) The Participant has been furnished withthe 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 has had access to, such information as the 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 the Company regarding the (iii) other terms and conditions of the issuance Rule 144 or any exemption therefrom are complied with and that any sale of such Shares. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Shares to may be issued hereunder for an indefinite period made only in limited amounts in accordance with such terms and to suffer a complete loss of the Participant’s investment in such Sharesconditions.

Securities Representations. Upon the delivery The grant of the Restricted Stock and issuance of Shares prior to the registration upon settlement of the Restricted Stock shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares to may be issued hereunder pursuant 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 Securities Act settlement of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)Restricted Stock, the Company may require the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise satisfy any qualifications that may be requested 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 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 the Participant is acquiring and will hold has been advised that the Shares to Participant may be issued hereunder for investment for the Participant’s account only and not with a view to, or for resale in connection with, any an “distributionaffiliate” thereof within the meaning of Rule 144 under the Securities Act or other applicable securities laws.and in this connection the Company is relying in part on the Participant’s representations set forth in this Section; (b) The Participant will not Transfer the Shares deliverable with respect to must be held indefinitely by the RSUs in violation Participant unless (i) an exemption from the registration requirements of the Plan, this Agreement, 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 rules resale of such Shares and regulations promulgated thereunder) the Company is under no obligation to continue in effect a Form S-8 Registration Statement or under any other applicable securities laws. The Participant agrees that to otherwise register the Participant will not dispose resale of the Shares (or to 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.file a “re-offer prospectus”); (c) The Participant has been furnished withthe 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 has had access to, such information as the 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 the Company regarding the (iii) other terms and conditions of the issuance Rule 144 or any exemption therefrom are complied with and that any sale of such Shares. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Shares to may be issued hereunder for an indefinite period made only in limited amounts in accordance with such terms and to suffer a complete loss of the Participant’s investment in such Sharesconditions.

Securities Representations. Upon Each Seller is, or will be, acquiring the delivery of the Closing Shares, New Preferred Shares prior to the registration of the Shares to be issued hereunder pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder shares of Purchaser common stock issuable upon conversion thereof (if any)(collectively, the “Securities ActPurchase Securities”), the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by the Company for compliance with applicable lawsits or his own account, and any issuances of Shares by the Company hereunder shall be made in reliance upon the express representations and warranties of the Participant: (a) The Participant is acquiring and will hold the Shares to be issued hereunder for investment for the Participant’s account purposes only and not with a view to, or for resale sale in connection with, any “a distribution” thereof within , as that term is used in Section 2(11) of the meaning of Securities Act, in a manner which would require registration under the Securities Act or other applicable any state securities laws. (b) The Participant will . Seller can bear the economic risk of investment 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 defined in Regulation D under the Securities Act. Seller recognizes that the Purchaser Shares have not Transfer been registered under the Shares deliverable with respect to Securities Act, nor under the RSUs in violation securities laws of any state and, therefore, cannot be resold unless the resale of the Plan, this Agreement, Purchaser Shares is registered under the Securities Act (or unless an exemption from registration is Purchase and Sale Agreement available. Seller has carefully considered and has, to the rules extent it or he believes such discussion necessary, discussed with its or his professional, legal, tax and regulations promulgated thereunder) financial advisors, the suitability of an investment in the Purchaser Shares for its or under any other applicable securities laws. The Participant agrees his particular tax and financial situation and its and his respective advisers, if such advisors were deemed necessary, have determined that the Participant will Purchaser Shares are a suitable investment for it or him. Seller has not dispose been offered the Purchaser Shares by any form of the Shares to 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) The Participant has been furnished withgeneral solicitation or advertising, and has had access 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 information as the Participant considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Participant similar means of general solicitation or advertising. Seller has had an opportunity to ask questions of and receive satisfactory answers from the Company regarding Purchaser, or persons acting on behalf of the Purchaser, concerning the terms and conditions of the issuance Purchaser Shares and the Purchaser, and all such questions have been answered to the full satisfaction of such Shares. (d) Seller. The Participant is aware that Purchaser has not supplied Seller any information regarding the Purchaser Shares or an investment in the Company Purchaser Shares other than as contained in this Agreement, and Seller is a speculative investment that has limited liquidity relying on its or his own investigation and 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 evaluation of the Participant’s investment in such SharesPurchaser and the Purchaser Shares and not on any other information.

Securities Representations. Upon the delivery The grant of the Restricted Stock Units and issuance of Shares prior to the registration 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 to may be issued hereunder pursuant 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 Securities Act settlement of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)Restricted Stock Units, the Company may require the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise satisfy any qualifications that may be requested 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 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 the Participant is acquiring and will hold has been advised that the Shares to Participant may be issued hereunder for investment for the Participant’s account only and not with a view to, or for resale in connection with, any an “distributionaffiliate” thereof within the meaning of Rule 144 under the Securities Act or other applicable securities laws.and in this connection the Company is relying in part on the Participant’s representations set forth in this Section; (b) The Participant will not Transfer the Shares deliverable with respect to must be held indefinitely by the RSUs in violation Participant unless (i) an exemption from the registration requirements of the Plan, this Agreement, 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 rules resale of such Shares and regulations promulgated thereunder) the Company is under no obligation to continue in effect a Form S-8 Registration Statement or under any other applicable securities laws. The Participant agrees that to otherwise register the Participant will not dispose resale of the Shares (or to 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.file a “re-offer prospectus”); (c) The Participant has been furnished withthe 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 has had access to, such information as the 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 the Company regarding the (iii) other terms and conditions of the issuance Rule 144 or any exemption therefrom are complied with and that any sale of such Shares. (d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Shares to may be issued hereunder for an indefinite period made only in limited amounts in accordance with such terms and to suffer a complete loss of the Participant’s investment in such Sharesconditions.