Common use of EMPLOYEE’S REPRESENTATION Clause in Contracts

EMPLOYEE’S REPRESENTATION. The Employee represents and warrants to the Company that: (a) there are no restrictions, agreements or understandings, oral or written, to which Employee is a party or by which Employee is bound that prevent or make unlawful his entering into, or performing his obligations under, this Agreement, and that entering into this Agreement will not violate any agreement to which he is a party or any other legal restriction; (b) he will not use or disclose any confidential information of any prior employer or other person or entity during his employment with the Company; (c) he has, at his own expense, undertaken an independent analysis of the merits and risks of the Company Stock, including tax and legal consequences of his ownership of the Company Stock; (d) he has been given an opportunity to review the books and records of the Company, all of which have been made available to him, including all of the Company's filings with the Securities and Exchange Commission; (e) he has had sufficient time review the books and records of the Company; (f) he has fully satisfied himself as to any questions he may have concerning the Company, its assets, its liabilities and the Company Stock; (g) he acknowledges that (A) the Company Stock issuable pursuant to this Agreement will constitute restricted stock and that accordingly it cannot be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of unless registered under the Securities Act of 1933, as amended, and any related state securities laws or such sale, transfer, pledge, hypothecation, assignment or disposal is otherwise exempt from such registration requirements, (B) he may have to hold the Company Stock for an indefinite period of time, and (C) he may have to bear the complete economic loss of his investment in the Company Stock; (h) none of the information supplied by Employee to the Company or any representative of the Company or placement agency in connection with Employee's employment by the Company misstated a material fact or omitted information necessary to make the information supplied not materially misleading; (i) Employee does not have any business or other relationship that creates a conflict between the interests of Employee and the Company; and (j) he, or persons he has retained, has knowledge, skill and experience in financial business and investment matters relating to an investment of this type and are capable of evaluating the merits and risks of such investment and protecting such Employee in connection with an investment in the Company Stock.

EMPLOYEE’S REPRESENTATION. The Employee represents and warrants to the Company that: (a) there are no restrictions, agreements or understandings, oral or written, to which Employee is a party or by which Employee is bound that prevent or make unlawful or will {25953755;1} impede in any way his entering into, or performing his obligations under, this Agreement, and that entering into this Agreement will not violate any agreement to which he is a party or any other legal restriction; (b) he will not use or disclose any confidential information of any prior employer or other person or entity during his employment with the Company; (c) he has, at his own expense, has undertaken an independent analysis of the merits and risks of the Company Stock, including tax and legal consequences of his ownership of the Company Common Stock; (d) he has been given an opportunity to review the books and records of the Company, all of which have been made available to him, including all of the Company's filings with the Securities and Exchange Commission; (e) he has had sufficient time review the books and records of the Company; (f) he has fully satisfied himself as to any questions he may have concerning the Company, its assets, its liabilities and the Company Common Stock; (gf) he acknowledges that (A) the Company Common Stock issuable pursuant to this Employment Agreement will constitute restricted stock and that accordingly it cannot be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of unless registered under the Securities Act of 1933, as amended, and any related state securities laws or such sale, transfer, pledge, hypothecation, assignment or disposal is otherwise exempt from such registration requirements, (B) he may have to hold the Company Common Stock for an indefinite period of time, and (C) he may have to bear the complete economic loss of his investment in the Company Common Stock; (hg) none of the information supplied by Employee to the Company or any representative of the Company or placement agency in connection with Employee's employment by the Company misstated a material fact or omitted information necessary to make the information supplied not materially misleading; and (ih) Employee does not have any business or other relationship that creates a conflict between the interests of Employee and the Company; and (j) he, or persons he has retained, has knowledge, skill and experience in financial business and investment matters relating to an investment of this type and are capable of evaluating the merits and risks of such investment and protecting such Employee in connection with an investment in the Company Stock.

EMPLOYEE’S REPRESENTATION. The Employee represents and warrants to the Company that: (a) there are no restrictions, agreements or understandings, oral or written, to which Employee is a party or by which Employee is bound that prevent or make unlawful his entering into, or performing his obligations under, this Agreement, and that entering into this Agreement will not violate any agreement to which he is a party or any other legal restriction; (b) he will not use or disclose any confidential information of any prior employer or other person or entity during his employment with the Company; (c) he hashas , at his own expense, undertaken an independent analysis of the merits and risks of the Company Stock, including tax and legal consequences of his ownership of the Company Stock; (d) he has been given an opportunity to review the books and records of the Company, all of which have been made available to him, including all of the Company's filings with the Securities and Exchange Commission; (ee ) he has had sufficient time review the books and records of the Company; (ff ) he has fully satisfied himself as to any questions he may have concerning the Company, its assets, its liabilities and the Company Stock; (g( g ) he acknowledges that (A) the Company Stock issuable pursuant to this Agreement will constitute restricted stock and that accordingly it cannot be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of unless registered under the Securities Act of 1933, as amended, and any related state securities laws or such sale, transfer, pledge, hypothecation, assignment or disposal is otherwise exempt from such registration requirements, (B) he may have to hold the Company Stock for an indefinite period of time, and (C) he may have to bear the complete economic loss of his investment in the Company Stock; (h( h ) none of the information supplied by Employee to the Company or any representative of the Company or placement agency in connection with Employee's employment by the Company misstated a material fact or omitted information necessary to make the information supplied not materially misleading; (i( i ) Employee does his entering into, or performing his obligations under, this Agreement will not have make the Company subject to any order, legal process, decree, or prohibition to which it would not otherwise be subject and will not limit or adversely affect the Company or its business or other relationship that creates a conflict between the interests of Employee and the Company; and (j) he, or persons he has retained, has knowledge, skill and experience in financial business and investment matters relating to an investment of this type and are capable of evaluating the merits and risks of such investment and protecting such Employee in connection with an investment in the Company Stock.

EMPLOYEE’S REPRESENTATION. The Employee represents and warrants to the Company theCompany that: (a) there are no restrictions, agreements or understandings, oral or written, to which Employee is a party or by which Employee is bound that prevent or make unlawful his entering into, or performing his obligations under, this Agreement, and that entering into this Agreement will not violate any agreement to which he is a party or any other legal restriction; (b) he will not use or disclose any confidential information of any prior employer or other person or entity during his employment with the Company; (c) he has, at his own expense, undertaken an independent analysis of the merits and risks of the Company Stock, including tax and legal consequences of his ownership of the Company Stock; (d) he has been given an opportunity to review the books and records of the Company, all of which have been made available to him, including all of the Company's filings with the Securities and Exchange Commission; (e) he has had sufficient time tune review the books and records of the Company; (f) he has fully satisfied himself as to any questions he may have concerning the Company, its assets, its liabilities and the Company Stock; (g) he acknowledges that (A) the Company Stock issuable pursuant to this Agreement will constitute restricted stock and that accordingly it cannot be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of unless registered under the Securities Act of 1933, as amended, and any related state securities laws or such sale, transfer, pledge, hypothecation, assignment or disposal is otherwise exempt from such registration requirements, (B) he may have to hold the Company Stock for an indefinite period of time, and (C) he may have to bear the complete economic loss of his investment in the Company Stock; (h11) none of the information supplied by Employee to the Company or any representative of the Company or placement agency in connection with Employee's employment by the Company misstated a material fact or omitted information necessary to make the information supplied not materially misleading; (i) Employee does his entering into, or performing his obligations under, this Agreement will not have make the Company subject to any order, legal process, decree, or prohibition to which it would not otherwise be subject and will not limit or adversely affect the Company or its business or other relationship that creates a conflict between the interests of Employee and the Company; and (j) he, or persons he has retained, has knowledge, skill and experience in financial fmancial business and investment matters relating to an investment of this type and are capable of evaluating the merits and risks of such investment and protecting such Employee in connection with an investment in the Company Stock.