Common use of Securities Representations Clause in Contracts

Securities Representations. The grant of the Award and the issuance of shares of Restricted Stock pursuant hereto shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Restricted Stock 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 such shares may then be listed. As a condition to the grant of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The shares of Restricted Stock are being issued to you and this Agreement is being made by the Company in reliance upon the following express representations and warranties. You acknowledge, represent and warrant that: (a) you have been advised that you 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 your representations set forth in this section. (b) if you are deemed to be an affiliate within the meaning of Rule 144 of the Act, the shares issued to you 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 you are deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand that the exemption from registration under Rule 144 will not be available 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 sales of the shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Award and the issuance of shares of Restricted Common Stock pursuant hereto upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Restricted Common Stock 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 such shares may then be listed. As a condition to the grant settlement of the Award, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The shares of Restricted Common Stock are being issued to you the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warrantieswarranties of the Participant. You acknowledgeThe participant acknowledges, represent represents and warrant warrants that: (a) you have He or she has been advised that you 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 your his or her representations set forth in this section. (b) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, the shares issued to you 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 of Common Stock and the Company is under no obligation to register the shares (or to file a “re-offer prospectus”). (c) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand 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 sharesCommon 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 sales of the shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Award Restricted Stock Units and the issuance of shares Shares upon vesting of the Restricted Stock pursuant hereto Units shall be subject to, and in compliance with, all applicable requirements of U.S. federal, state or foreign local securities lawlaws, rules, and regulations. No shares of Restricted Stock Shares may be issued hereunder if the issuance of such shares Shares would constitute a violation of any applicable U.S. federal, state or foreign local securities laws or other law laws, rules, or regulations or the requirements of any stock exchange or market system upon which such shares the Shares may then be listed. As a condition to the grant settlement of the AwardRestricted Stock Units, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The shares of Restricted Stock Shares are being issued to you the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warrantieswarranties of the Participant. You acknowledgeThe Participant acknowledges, represent represents and warrant warrants that: (a) you have He or she has been advised that you he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act Act, currently or at the time he or she desires to sell the Shares following the vesting of 1933the Restricted Stock, as amended (the “Act”) and in this connection the Company is relying in part on your his or her representations set forth in this section. (b) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Securities Act, the shares issued to you 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 Shares and the Company is under no obligation to register the shares Shares (or to file a “re-offer prospectus”). (c) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Securities Act, you understand 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 sharesStock 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 sales sale of the shares Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Award and the issuance of shares of Restricted Common Stock pursuant hereto upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Restricted Common Stock 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 such shares may then be listed. As a condition to the grant settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The shares of Restricted Common Stock are being issued to you and this Agreement is being made by the Company in reliance upon the following express representations and warranties. You acknowledge, represent and warrant that: (a) you have been advised that you 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 your representations set forth in this section. (b) if If you are deemed to be an affiliate within the meaning of Rule 144 of the Act, the shares of Common Stock issued to you 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 of Common Stock and the Company is under no obligation to register the shares (or to file a “re-offer prospectus”). (c) if If you are deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the sharesCommon Stock, (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 sales of the shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Award Stock Option and the issuance of shares of Restricted Common Stock pursuant hereto upon exercise of the Stock Option shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Restricted Common Stock may be issued hereunder if the issuance of such shares Common Stock 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 such shares the Common Stock may then be listed. As a condition to the grant exercise of the AwardStock Option, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate, appropriate to evidence compliance with any applicable law or regulation. The shares of Restricted Common Stock are is being issued to you the Participant, and this Agreement is being made by the Company in reliance upon the following express representations and warrantieswarranties of the Participant. You acknowledgeThe Participant acknowledges, represent represents and warrant warrants that: (a) you have A. the Participant has been advised that you 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 your the Participant's representations set forth in this section.Section 11; (b) if you are deemed to be an affiliate within B. the meaning of Rule 144 of the Act, the shares issued to you Common Stock 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 Common Stock and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the shares resale of the Common Stock (or to file a “re-offer prospectus”).; (c) if you are deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand that 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 sharesCommon Stock, (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 sales sale of the shares Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Award Units and the issuance of shares of Restricted Common Stock pursuant hereto upon settlement of the Adjusted Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Restricted Common Stock 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 such shares may then be listed. As a condition to the grant settlement of the AwardAdjusted Units, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The shares of Restricted Common Stock are being issued to you the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warrantieswarranties of the Participant. You acknowledgeThe Participant acknowledges, represent represents and warrant warrants that: (a) you have He or she has been advised that you 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 your his or her representations set forth in this sectionSection. (b) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, the shares issued to you 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 of Common Stock and the Company is under no obligation to register the shares (or to file a “re-offer prospectus”). (c) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand 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 sharesCommon 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 sales of the shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Award and the issuance Shares of shares of Restricted Common Stock pursuant hereto shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Restricted Stock Shares may be issued hereunder if the issuance of such shares 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 such shares Shares may then be listed. As a condition to the grant issuance of the AwardShares, the Company may require you the Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The shares of Restricted Stock Shares are being issued to you and this Agreement is being made by the Company to the Grantee under this Agreement in reliance upon the following express representations and warrantieswarranties of the Grantee. You acknowledgeThe Grantee acknowledges, represent represents and warrant warrants that: (a) you have a. He or she has been advised that you 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 your his or her representations set forth in this sectionSection. (b) if you are b. If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, the shares issued to you 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 Shares and the Company is under no obligation to register the shares Shares (or to file a “re-offer prospectus”). (c) if you are c. If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand 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 sharesCommon 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 sales of the shares Shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Award Restricted Stock Units and the issuance of shares Shares upon vesting of the Restricted Stock pursuant hereto Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Restricted Stock Shares may be issued hereunder if the issuance of such shares 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 such shares the Shares may then be listed. As a condition to the grant settlement of the AwardRestricted Stock Units, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The shares of Restricted Stock Shares are being issued to you the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warrantieswarranties of the Participant. You acknowledgeThe Participant acknowledges, represent represents and warrant warrants that: (a) you have He or she has been advised that you 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 your his or her representations set forth in this section. (b) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, the shares issued to you 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 Shares and the Company is under no obligation to register the shares Shares (or to file a “re-offer prospectus”).. 3/10 (c) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand 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 sharesCommon 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 sales sale of the shares Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Award and the issuance of shares of Restricted Stock pursuant hereto and delivery of Shares upon vesting of the Restricted Stock shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Restricted Stock Shares may be issued hereunder if the issuance of such shares 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 such shares the Shares may then be listed. As a condition to the grant vesting of the AwardRestricted Stock, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The shares of Restricted Stock Shares are being issued to you the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warrantieswarranties of the Participant. You acknowledgeThe Participant acknowledges, represent represents and warrant warrants that: (a) you have the Participant has been advised that you 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 your the Participant’s representations set forth in this section.Section; (b) if you are deemed to be an affiliate within the meaning of Rule 144 of the Act, the shares issued to you 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 Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the shares resale of the Shares (or to file a “re-offer prospectus”).; (c) if you are deemed to be an affiliate within the meaning of Rule 144 of the Act, you 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 sharesCommon 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 sales sale of the shares Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Award Restricted Stock Units and the issuance of shares of Common Stock upon vesting of the Restricted Stock pursuant hereto Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Restricted Common Stock may be issued hereunder if the issuance of such shares of Common Stock 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 such the shares of Common Stock may then be listed. As a condition to the grant settlement of the AwardRestricted Stock Units, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. Form 2 3/21 The shares of Restricted Common Stock are being issued to you the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warrantieswarranties of the Participant. You acknowledgeThe Participant acknowledges, represent represents and warrant warrants that: (a) you have He or she has been advised that you 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 your his or her representations set forth in this section. (b) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, the shares issued to you of Common Stock 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 of Common Stock and the Company is under no obligation to register the shares of Common Stock (or to file a “re-offer prospectus”). (c) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand 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 sharesCommon 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 sales sale of the shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Award Restricted Stock Units and the issuance of shares Shares upon vesting of the Restricted Stock pursuant hereto Units shall be subject to, and in compliance with, all applicable requirements of U.S. federal, state or foreign local securities lawlaws, rules, and regulations. No shares of Restricted Stock Shares may be issued hereunder if the issuance of such shares Shares would constitute a violation of any applicable U.S. federal, state or foreign local securities laws or other law laws, rules, or regulations or the requirements of any stock exchange or market system upon which such shares the Shares may then be listed. As a condition to the grant settlement of the AwardRestricted Stock Units, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The shares of Restricted Stock Shares are being issued to you the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warrantieswarranties of the Participant. You acknowledgeThe Participant acknowledges, represent represents and warrant warrants that: (a) you have He or she has been advised that you he or she may be an “affiliate” within the meaning of Rule 144 under the U.S. Securities Act of 1933, as amended (the “Act”) ), currently or at the time he or she desires to sell the Shares following the vesting of the Restricted Stock, and in this connection the Company is relying in part on your his or her representations set forth in this section. (b) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, the shares issued to you 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 Shares and the Company is under no obligation to register the shares Shares (or to file a “re-offer prospectus”). (c) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand 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 sharesCommon 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 sales sale of the shares Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Award Restricted Stock Units and the issuance of shares Shares upon vesting of the Restricted Stock pursuant hereto Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Restricted Stock Shares may be issued hereunder if the issuance of such shares 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 such shares the Shares may then be listed. As a condition to the grant settlement of the AwardRestricted Stock Units, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The shares of Restricted Stock Shares are being issued to you the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warrantieswarranties of the Participant. You acknowledgeThe Participant acknowledges, represent represents and warrant warrants that: (a) you have He or she has been advised that you 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 your his or her representations set forth in this section. (b) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, the shares issued to you 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 Shares and the Company is under no obligation to register the shares Shares (or to file a “re-offer prospectus”).. Form 11 (c) if you are If he or she is deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand 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 sharesCommon 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 sales sale of the shares Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Award this Stock Option and the issuance of shares of Restricted Common Stock pursuant hereto upon exercise of this Stock Option shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Restricted Common Stock may be issued hereunder if the issuance of such shares Common Stock 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 such shares the Common Stock may then be listed. As a condition to the grant exercise of the AwardStock Options, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate, appropriate to evidence compliance with any applicable law or regulation. The shares of Restricted Common Stock are is being issued to you the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warrantieswarranties of the Participant. You acknowledgeThe Participant acknowledges, represent represents and warrant warrants that: (a) you have A. the Participant has been advised that you 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 your the Participant’s representations set forth in this section.Section; (b) if you are deemed to be an affiliate within B. the meaning of Rule 144 of the Act, the shares issued to you Common Stock 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 Common Stock and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the shares resale of the Common Stock (or to file a “re-offer prospectus”).; (c) if you are deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand that 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 sharesCommon Stock, (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 sales sale of the shares Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The grant of the Award Stock Option and the issuance of shares of Restricted Common Stock pursuant hereto upon exercise of the Stock Option shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Restricted Common Stock may be issued hereunder if the issuance of such shares Common Stock 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 such shares the Common Stock may then be listed. As a condition to the grant exercise of the AwardStock Option, the Company may require you the Participant to satisfy any qualifications that may be necessary or appropriate, appropriate to evidence compliance with any applicable law or regulation. The shares of Restricted Common Stock are is being issued to you the Participant, and this Agreement is being made by the Company in reliance upon the following express representations and warrantieswarranties of the Participant. You acknowledgeThe Participant acknowledges, represent represents and warrant warrants that: (a) you have A. the Participant has been advised that you 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 your the Participant’s representations set forth in this section.Section 10; (b) if you are deemed to be an affiliate within B. the meaning of Rule 144 of the Act, the shares issued to you Common Stock 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 Common Stock and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the shares resale of the Common Stock (or to file a “re-offer prospectus”).; (c) if you are deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand that 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 sharesCommon Stock, (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 sales sale of the shares Common Stock may be made only in limited amounts in accordance with such terms and conditions.