request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation) (the Lock-Up Period); provided, however, that nothing contained in this section shall prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. The underwriters of the Companys stock are intended third party beneficiaries of this Section 9(c) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.
(d) By accepting this option, you hereby represent and warrant to the Company as follows:
(i) You are acquiring this option for investment for your own account only and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the Act).
(ii) By reason of your business and financial experience, you have the capacity to protect your own interests in this transaction.
(iii) That you are aware of the Companys business affairs and financial condition and that you have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the option. You understand that this option and the stock issuable upon exercise of this option has not been registered under the Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of your investment intent as expressed herein.
(iv) You understand that any stock acquired pursuant to the exercise of the option must be held indefinitely unless the stock is subsequently registered under the Act or an exemption from such registration is available and that the Company is under no obligation to register the stock.
(v) You understand that the certificate evidencing any stock issuable upon exercise of this option will be imprinted with a legend which prohibits the transfer of the stock unless the stock is registered or such registration is not required in the opinion of counsel for the Company.
(vi) You are familiar with the provisions of Rule 144, under the Act, as in effect from time to time, which, in substance, permit limited public resale of restricted securities acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. The stock may be resold by you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company and (ii) the resale occurring following the required holding period under Rule 144 after you have purchased, and made full payment for (within the meaning of Rule 144), the securities to be sold.
(vii) You understand that at the time you wish to sell the stock acquired pursuant to the exercise of this option there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, you may be precluded from selling the stock under Rule 144 even if the minimum holding period requirement had been satisfied.