Common use of Representations of Optionee Clause in Contracts

Representations of Optionee. Optionee acknowledges that Optionee --------------------------- has received, read and understood the Option Agreement and agrees to abide by and be bound by its terms and conditions. Optionee represents that Optionee is purchasing the Warrant for Optionee's own account for investment and not with a view to, or for sale in connection with, a distribution of any of such Warrant or Shares.

Representations of Optionee. Optionee acknowledges that Optionee --------------------------- has received, read and understood the Shareholders Agreement, as that term is defined by the Option Agreement and the Option Agreement and agrees to abide by and be bound by its their terms and conditions. Optionee represents that Optionee is purchasing the Warrant for Optionee's own account for investment and not with a view to, or for sale in connection with, a distribution of any of such Warrant or Shares.

Representations of Optionee. Optionee acknowledges that Optionee --------------------------- has received, read and understood the Plan and the Option Agreement and Agreement. Optionee agrees to abide by and be bound by its their terms and conditions. Optionee represents that is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Optionee is purchasing the Warrant acquiring these Securities for investment for Optionee's ’s own account for investment only and not with a view to, or for sale resale in connection with, a distribution any “distribution” thereof within the meaning of any of such Warrant or Sharesthe Securities Act.

Representations of Optionee. Optionee acknowledges that Optionee --------------------------- has received, read and understood the Option Agreement and agrees to abide by and be bound by its terms and conditions. Optionee represents that Optionee is purchasing the Warrant Shares for Optionee's own account for investment and not with a view to, or for sale in connection with, a distribution of any of such Warrant or Shares.

Representations of Optionee. Optionee acknowledges that Optionee has --------------------------- has received, read and understood the Plan and Option Agreement and agrees to abide by and be bound by its their terms and conditions. Optionee represents that Optionee is purchasing the Warrant Shares for Optionee's own account for investment and not with a view to, or for sale in connection with, a distribution of any of such Warrant or Shares.

Representations of Optionee. Optionee acknowledges that Optionee --------------------------- has received, read and understood the Company's 1994 Stock Plan, as amended (the "Plan") and the Option Agreement and agrees to abide by and be bound by its their terms and conditions. Optionee represents that Optionee is purchasing the Warrant Shares Exercised for Optionee's own account for investment and not with a view to, or for sale in connection with, a distribution of any of such Warrant or Shares.

Representations of Optionee. Optionee acknowledges that Optionee --------------------------- has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by its their terms and conditions. Optionee represents also acknowledges that Optionee is purchasing has received, read and understood that documents entitled "Risks Associated with Purchasing OptiMark Common Stock", "OptiMark Technologies, Inc. Employee Stock Options" and certain financial information regarding the Warrant for Optionee's own account for investment and not with a view to, or for sale in connection with, a distribution of any of such Warrant or SharesCompany.

Representations of Optionee. Optionee acknowledges that Optionee --------------------------- has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by its their terms and conditions. Optionee represents that Optionee is purchasing the Warrant Shares for Optionee's own account for investment and not with a view to, or for sale in connection with, a distribution of any of such Warrant or SharesShares and Optionee has read, understood and executed the Investment Representation Statement attached as Exhibit C to the Notice of Grant.