Common use of Covenants and Representations of Optionee Clause in Contracts

Covenants and Representations of Optionee. Optionee represents, warrants, covenants and agrees with the Company as follows: (i) Optionee is not acquiring the Option Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Option Shares but rather upon an independent examination and judgment as to the prospects of the Company; (ii) Optionee is able to bear the economic risks of the investment in the Option Shares, including the risk of a complete loss of his or her investment therein; (iii) Optionee understands and agrees that the Option Shares may be issued and sold to Optionee without registration under any state law relating to the registration of securities for sale, and in such event will be issued and sold in reliance on exemptions from registration under appropriate state laws; (iv) The Option Shares cannot be offered for sale, sold or transferred by Optionee other than pursuant to: (A) an effective registration under applicable state securities laws or in a transaction which is otherwise in compliance with such laws; (B) an effective registration under the Securities Act of 1933, as amended (the "1933 Act"), or in a transaction otherwise in compliance with the 1933 Act; and (C) evidence satisfactory to the Company of compliance with the securities laws of all applicable jurisdictions. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the foregoing laws; (v) The Company will be under no obligation to register the Option Shares or to comply with any exemption available for sale of the Option Shares without registration. The Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to sales of the Option Shares; (vi) A legend indicating that the Option Shares have not been registered under the applicable state securities laws and referring to any applicable restrictions on transferability and sale of the Option Shares may be placed on the certificate or certificates delivered to Optionee and any transfer agent of the Company may be instructed to require compliance therewith; (vii) Optionee realizes that the purchase of the Option Shares is a speculative investment and that any possible profit therefrom is uncertain; (viii) Optionee will notify the Company prior to any sale of the Option Shares within one year of the date of the exercise of all or any portion of the Option; and (ix) The agreements, representations, warranties and covenants made by Optionee herein extend to and apply to all of the Common Stock of the Company issued to Optionee from time to time pursuant to this Option. Acceptance by Optionee of the certificate(s) representing such Common Stock shall constitute a confirmation by Optionee that all such agreements, representations, warranties and covenants made herein shall be true and correct at such time.

Covenants and Representations of Optionee. Optionee represents, warrants, covenants and agrees with the Company as follows: (i) Optionee is not acquiring the Option Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Option Shares but rather upon an independent examination and judgment as to the prospects of the Company; (ii) Optionee is able to bear the economic risks of the investment in the Option Shares, including the risk of a complete loss of his or her investment therein; (iii) Optionee understands and agrees that the Option Shares may be issued and sold to Optionee without registration under any state law relating to the registration of securities for sale, and in such event will be issued and sold in reliance on exemptions from registration under appropriate state laws; (iv) The Option Shares cannot be offered for sale, sold or transferred by Optionee other than pursuant to: (A) an effective registration under applicable state securities laws or in a transaction which is otherwise in compliance with such laws; (B) an effective registration under the Securities Act of 1933, as amended (the "“1933 Act"”), or in a transaction otherwise in compliance with the 1933 Act; and (C) evidence satisfactory to the Company of compliance with the securities laws of all applicable jurisdictions. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the foregoing laws; (v) The Company will be under no obligation to register the Option Shares or to comply with any exemption available for sale of the Option Shares without registration. The Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to sales of the Option Shares; (vi) A legend indicating that the Option Shares have not been registered under the applicable state securities laws and referring to any applicable restrictions on transferability and sale of the Option Shares may be placed on the certificate or certificates delivered to Optionee and any transfer agent of the Company may be instructed to require compliance therewith; (vii) Optionee realizes that the purchase of the Option Shares is a speculative investment and that any possible profit therefrom is uncertain; (viii) Optionee will notify the Company prior to any sale of the Option Shares within one year six months of the date of the exercise of all or any portion of the Option; and (ix) The agreements, representations, warranties and covenants made by Optionee herein extend to and apply to all of the Common Stock of the Company issued to Optionee from time to time pursuant to this Option. Acceptance by Optionee of the certificate(s) representing such Common Stock shall constitute a confirmation by Optionee that all such agreements, representations, warranties and covenants made herein shall be true and correct at such time.

Covenants and Representations of Optionee. Optionee represents, warrants, covenants and agrees with the Company as follows: (ia) The Option is being received for Optionee's own account without the participation of any other person, with the intent of holding the Option and the Shares issuable pursuant thereto for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for resale in connection with, any distribution of the Shares or any portion thereof; (b) Optionee is not acquiring the Option Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Option Shares subject to this Option, but rather upon an independent examination and judgment as to the prospects of the Company; (iic) Optionee has received a copy of the Plan and has had complete access to and the opportunity to review and make copies of all material documents related to the business of the Company; Optionee has examined all of these documents as he wished, is familiar with the business and affairs of the Company, and realizes that the receipt of the Shares is a speculative investment and that any possible profit therefrom is uncertain; (d) Optionee has had the opportunity to ask questions of and receive answers from the Company and any person acting on its behalf and to obtain all information available with respect to the Plan, the Company and its affairs, and has received all information and data with respect to the Plan and the Company that he has requested and which he has deemed relevant in connection with his receipt of the Option and the Shares subject thereto; (e) Optionee is able to bear the economic risks risk of the investment in the Option Sharesinvestment, including the risk of a complete loss of his or her investment, and Optionee acknowledges that he must continue to bear the economic risk of the investment thereinin the Shares received upon Option exercise for an indefinite period; (iiif) Optionee understands and agrees that the Shares subject to the Option Shares may be issued and sold to Optionee without registration under any state or federal law relating to the registration of securities for sale, and in such that event will be issued and sold in reliance on exemptions from registration under appropriate state and federal laws; (ivg) The Option Shares canissued to Optionee upon exercise of the option will not be offered for sale, sold or transferred by Optionee other than pursuant to: : (Ai) an effective registration under applicable state securities laws or in a transaction which is otherwise in compliance with such those laws; ; (Bii) an effective registration under the Securities Act of 1933, as amended 1933 (the "1933 Act"), ) or in a transaction otherwise in compliance with the 1933 Act; and and (Ciii) evidence satisfactory to the Company of compliance with the applicable securities laws of all applicable jurisdictionslaws. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the foregoing laws; (vh) The Company will be under no obligation to register the Shares issuable pursuant to the Option Shares or to comply with any exemption available for sale of the Option Shares by the Optionee without registration. The , and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to sales sale of the Option SharesShares by the Optionee; (vii) A legend indicating that the Shares issued pursuant to the Option Shares have has not been registered under the applicable state securities laws and referring to any applicable restrictions on transferability and sale of the Option Shares may be placed on the certificate or certificates delivered to Optionee Optionee, and any transfer agent of the Company may be instructed to require compliance therewith; (vii) Optionee realizes that the purchase of the Option Shares is a speculative investment and that any possible profit therefrom is uncertain; (viiij) Optionee will notify the Company in writing at least sixty (60) days prior to any sale of the Option Shares within one year of the date of the exercise of all or any portion of the Option; andShares; (ixk) The agreements, representations, warranties warranties, and covenants made by Optionee herein with respect to the Option shall also extend to and apply to all of the Common Stock Shares of the Company issued to Optionee from time to time pursuant to this Option. Acceptance by Optionee of the certificate(s) representing such Common Stock Shares shall constitute a confirmation by Optionee that all such agreements, representations, warranties and covenants made herein shall be true and correct at such that time.

Covenants and Representations of Optionee. Optionee represents, warrants, covenants and agrees with the Company as follows: (i) Optionee is not acquiring the Option Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Option Shares but rather upon an independent examination and judgment as to the prospects of the Company; (ii) Optionee is able to bear the economic risks of the investment in the Option Shares, including the risk of a complete loss of his or her investment therein; (iii) Optionee understands and agrees that the Option Shares may be issued and sold to Optionee without registration under any state law relating to the registration of securities for sale, and in such event will be issued and sold in reliance on exemptions from registration under appropriate state laws; (iv) The Option Shares cannot be offered for sale, sold or transferred by Optionee other than pursuant toto the terms of this Agreement and the Plan and: (A) an effective registration under applicable state securities laws or in a transaction which is otherwise in compliance with such laws; (B) an effective registration under the Securities Act of 1933, as amended (the "1933 Act"), or in a transaction otherwise in compliance with the 1933 Act; and (C) evidence satisfactory to the Company of compliance with the securities laws of all applicable jurisdictions. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the foregoing laws; (v) The Company will be under no obligation to register (or maintain the registration of) the Option Shares or to comply with any exemption available for sale of the Option Shares without registration. The Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to sales of the Option Shares; (vi) A legend indicating that the Option Shares have not been registered under the applicable state securities laws and referring to any applicable restrictions on transferability and sale of the Option Shares may be placed on the certificate or certificates delivered to Optionee and any transfer agent of the Company may be instructed to require compliance therewith; (vii) Optionee realizes that the purchase of the Option Shares is a speculative investment and that any possible profit therefrom is uncertain; (viii) Optionee will notify the Company prior to any sale of the Option Shares within one year of the date of the exercise of all or any portion of the Option; and (ix) The agreements, representations, warranties and covenants made by Optionee herein extend to and apply to all of the Common Stock of the Company issued to Optionee from time to time pursuant to this Option. Acceptance by Optionee of the certificate(s) representing such Common Stock shall constitute a confirmation by Optionee that all such agreements, representations, warranties and covenants made herein shall be true and correct at such time.

Covenants and Representations of Optionee. Optionee represents, warrants, covenants and agrees with the Company Corporation as follows: (ia) Optionee is has not acquiring relied upon the Option Shares based upon any representation, oral or written, by any person Corporation with respect to any tax consequences related to the future value ofgrant or exercise of this Option, or income fromthe disposition of Shares purchased pursuant to its exercise. Optionee acknowledges that, as a result of the grant and/or exercise of the Option, Optionee may incur a substantial tax liability. Optionee assumes full responsibility for all such consequences and the filing of all tax returns and elections Optionee may be required or find desirable to file in connection therewith. In the event the Corporation is required by applicable law to collect any withholding, payroll or similar taxes by reason of the grant or any exercise of the Option, Optionee agrees that the Corporation may withhold such taxes from any monetary amounts otherwise payable by the Corporation to Optionee and that, if such amounts are insufficient to cover the taxes required to be collected by the Corporation, Optionee will pay to the Corporation such additional amounts as are required. (b) Optionee will not distribute or resell any shares (or other securities) issuable upon exercise of the Option Shares but rather upon an independent examination and judgment as to the prospects granted hereby in violation of the Company; Act, that Optionee will indemnify and hold the Corporation harmless against all liability for any such violation, and that upon request Optionee (i) will furnish a letter agreement in connection with any exercise of this Option containing any representations and/or undertakings which the Corporation shall request and (ii) Optionee is able to bear the economic risks will accept a certificate representing shares of the investment in Corporation bearing any legend restricting transferability as the Option Shares, including the risk of a complete loss of his or her investment therein; (iii) Optionee understands and agrees that the Option Corporation shall request to ensure compliance with securities laws. The Shares may be issued and sold to Optionee without registration under any state law relating to the registration of securities for sale, and in such event will be issued and sold in reliance on exemptions from registration under appropriate state laws; (iv) The Option Shares canshall not be offered for sale, sold or transferred by Optionee other than pursuant to: (A) an effective registration under applicable state securities laws or in a transaction which is otherwise in compliance with such laws; (B) an effective registration under the Securities Act of 1933, as amended (the "1933 Act"), or in a transaction otherwise transferable except in compliance with the 1933 Act; and (C) evidence satisfactory to conditions indicated in the Company of compliance with the securities laws of all applicable jurisdictions. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the foregoing laws;legend. (v) The Company will be under no obligation to register the Option Shares or to comply with any exemption available for sale of the Option Shares without registration. The Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to sales of the Option Shares; (vi) A legend indicating that the Option Shares have not been registered under the applicable state securities laws and referring to any applicable restrictions on transferability and sale of the Option Shares may be placed on the certificate or certificates delivered to Optionee and any transfer agent of the Company may be instructed to require compliance therewith; (vii) Optionee realizes that the purchase of the Option Shares is a speculative investment and that any possible profit therefrom is uncertain; (viii) Optionee will notify the Company prior to any sale of the Option Shares within one year of the date of the exercise of all or any portion of the Option; and (ixc) The agreements, representations, warranties and arid covenants made by Optionee herein with respect to the Option shall also extend to and apply to all of the Common Stock of the Company Shares issued to Optionee from time to time pursuant to this exercise of the Option. Acceptance by Optionee of the certificate(s) any certificate representing such Common Stock Shares shall constitute a confirmation by Optionee that all such agreements, representations, warranties and arid covenants made herein shall be true and correct at such that time.