Common use of Representations and Warranties of Optionee Clause in Contracts

Representations and Warranties of Optionee. Notwithstanding the foregoing, this Option shall not be exercisable by the Optionee unless: (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the shares of Common Stock to be received upon the exercise of the Option shall be effective and current at the time of exercise; or (b) there is an exemption from the registration requirements under the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents and warrants to the Company, that: (i) the shares of Common Stock to be issued upon the exercise of this Option are being acquired by the Optionee for the Optionee's own account, for investment only and not with a view to the resale or distribution thereof; and (ii) any subsequent resale or distribution of shares of Common Stock by the Optionee will be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect to the shares of Common Stock being sold, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee upon each exercise of this Option. Nothing herein shall be construed as requiring the Company to register the shares subject to this Option under the Securities Act.

Representations and Warranties of Optionee. Notwithstanding the foregoing, this Option option shall not be exercisable by the Optionee unless: (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the shares of Common Stock to be received upon the exercise of the Option option shall be effective and current at the time of exercise; or (b) there is an exemption from the registration requirements under the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents and warrants to the Company, that: (i) the shares of Common Stock to be issued upon the exercise of this Option option are being acquired by the Optionee for the Optionee's own account, for investment only and not with a view to the resale or distribution thereof; and (ii) any subsequent resale or distribution of shares of Common Stock by the Optionee will be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect to the shares of Common Stock being sold, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee upon each exercise of this Optionoption. Nothing herein shall be construed as requiring the Company to register the shares subject to this Option option under the Securities Act.

Representations and Warranties of Optionee. Notwithstanding the foregoing, this Option shall not be exercisable by the Optionee unless: (a) is a Registration Statement limited liability company validly existing and in good standing under the Securities Act laws of 1933the State of Delaware. Optionee has all necessary power and authority to enter into this Agreement, and, in the event that the Option is exercised in accordance with the terms of this Agreement, to carry out Optionee’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Optionee of this Agreement, and, in the event that the Option is exercised in accordance with the terms of this Agreement, the performance by Optionee of its obligations hereunder and the consummation by Optionee of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Optionee. Optionee has made available to Purchaser complete and correct copies of Optionee’s Certificate of Formation and operating agreement, as amended and in effect on the date hereof. Upon the issuance by Optionee to Optionor of the Series Interests, all such interest shall be duly authorized, validly issued, fully paid and non-assessable, and there shall be no liens, pledges, encumbrances, charges, warrants, options, rights (the "Securities Act") with respect including, without limitation, any rights of first offer, rights of first refusal, repurchase, redemption or any other rights), calls or other similar commitments of any nature relating to the shares of Common Stock Series Interests other than as mutually agreed to be received upon in writing by the exercise of the Option Optionor and Optionee and as shall be effective disclosed in the Offering Statement on Form 1-A. Optionee does not have and current shall not at the time of exercise; or (b) there is an exemption from Closing Date have any liabilities other than as shall be disclosed in the registration requirements under Offering Statement on Form 1-A. Optionee does not have and shall not at the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents and warrants to the CompanyClosing Date have any business, that: (i) the shares of Common Stock to be issued upon the exercise of this Option are being acquired by the Optionee for the Optionee's own account, for investment only and not with a view to the resale or distribution thereof; and (ii) any subsequent resale or distribution of shares of Common Stock by the Optionee will be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect to the shares of Common Stock being soldoperations, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, assets other than as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee upon each exercise of this Option. Nothing herein other than as shall be construed as requiring disclosed in the Company to register the shares subject to this Option under the Securities Act.Offering Statement on Form 1-A.