Common use of Representations and Warranties of Optionee Clause in Contracts

Representations and Warranties of Optionee. As a condition to receipt of the Option and for other good and valuable consideration, receipt of which is hereby acknowledge, the Optionee represents and warrants to the Company as follows: (i) Optionee acknowledges that the Company is a development stage company with no significant operating history and that there are significant risks associated with the Company's business. Accordingly, the value of the Option and the Option Shares will be based upon the Company's development of its business which is subject to significant risks; and (ii) Optionee understands that the Option and the Option Shares (issuable upon exercise of the Option) are being offered and sold under an exemption from registration provided by Section 4 of the Act and the regulations promulgated thereunder, as well as applicable State law exemptions, and warrants and represents that the Option and the Option Shares are being or will be (in the case of the Option Shares) acquired by the undersigned solely for the undersigned's own account, for investment purposes only, and are not being purchased with the intent or view to resell the Option or the Option Shares or for the resale, distribution, subdivision or fractionalization thereof. Consequently, the undersigned must bear the economic risk of the investment for an indefinite period of time because the Option and the Option Shares cannot be resold or otherwise transferred unless subsequently registered under the act and qualified under applicable State law or an opinion of qualified counsel that indicates an exemption from registration and/or qualification is available.

Representations and Warranties of Optionee. As a condition to receipt of the Option and for other good and valuable consideration, receipt of which is hereby acknowledge, the Optionee represents and warrants to the Company as follows: : (iI) Optionee acknowledges that the Company is a development evelopment stage company with no significant operating history and that there are significant risks associated with the Company's business. Accordingly, the value of the Option and the Option Shares will be based upon the Company's development of its business which is subject to significant risks; and and (iiII) Optionee understands that the Option and the Option Shares (issuable upon exercise of the Option) are being offered and sold under an exemption from registration provided by Section 4 of the Act and the regulations promulgated thereunder, as well as applicable State law exemptions, and warrants and represents that the Option and the Option Shares are being or will be (in the case of the Option Shares) acquired by the undersigned solely for the undersigned's own account, for investment purposes only, and are not being purchased with the intent or view to resell the Option or the Option Shares or for the resale, distribution, subdivision or fractionalization thereof. Consequently, the undersigned must bear the economic risk of the investment for an indefinite period of time because the Option and the Option Shares cannot be resold or otherwise transferred unless subsequently registered under the act Act and qualified under applicable State law or an opinion of qualified counsel that indicates an exemption from registration and/or qualification is available.

Representations and Warranties of Optionee. As a condition to receipt of the Option and for other good and valuable consideration, receipt of which is hereby acknowledge, the Optionee represents and warrants to the Company as follows: (i) Optionee acknowledges that the Company is a development stage company with no significant operating history and that there are significant risks associated with the Company's business. Accordingly, the value of the Option and the Option Shares will be based upon the Company's development of its business which is subject to significant risks; and (ii) Optionee understands that the Option and the Option Shares (issuable upon exercise of the Optionoption) are being offered and sold under an exemption from registration provided by Section 4 4(2) of the Act and the regulations promulgated thereunder, as well as applicable State law exemptions, and warrants and represents that the Option and the Option Shares are being or will be (in the case of the Option Shares) acquired by the undersigned solely for the undersigned's own account, for investment purposes only, and are not being purchased with the intent or view to resell the Option or the Option Shares or for the resale, distribution, subdivision or fractionalization thereof. Consequently, the undersigned must bear the economic risk of the investment for an indefinite period of time because the Option and the Option Shares cannot be resold or otherwise transferred unless subsequently registered under the act and qualified under applicable State law or an opinion of qualified counsel that indicates an exemption from registration and/or qualification is available.

Representations and Warranties of Optionee. As a condition to receipt of the Option and for other good and valuable consideration, receipt of which is hereby acknowledge, the Optionee represents and warrants to the Company as follows: (iI) Optionee acknowledges that the Company is a development evelopment stage company with no significant operating history and that there are significant risks associated with the Company's business. Accordingly, the value of the Option and the Option Shares will be based upon the Company's development of its business which is subject to significant risks; and (iiII) Optionee understands that the Option and the Option Shares (issuable upon exercise of the Option) are being offered and sold under an exemption from registration provided by Section 4 of the Act and the regulations promulgated thereunder, as well as applicable State law exemptions, and warrants and represents that the Option and the Option Shares are being or will be (in the case of the Option Shares) acquired by the undersigned solely for the undersigned's own account, for investment purposes only, and are not being purchased with the intent or view to resell the Option or the Option Shares or for the resale, distribution, subdivision or fractionalization thereof. Consequently, the undersigned must bear the economic risk of the investment for an indefinite period of time because the Option and the Option Shares cannot be resold or otherwise transferred unless subsequently registered under the act Act and qualified under applicable State law or an opinion of qualified counsel that indicates an exemption from registration and/or qualification is available.

Representations and Warranties of Optionee. As a condition to receipt of the Option and for other good and valuable consideration, receipt of which is hereby acknowledge, acknowledges,the Optionee represents and warrants to the Company as follows: (i) Optionee acknowledges that the Company is a development stage company with no significant operating history and that there are significant risks associated with the Company's business. Accordingly, the value of the Option and the Option Shares will be based upon the Company's development of its business which is subject to significant risks; and (ii) Optionee understands that the Option and the Option Shares (issuable upon exercise of the Option) are being offered and sold under an exemption from registration provided by Section 4 of the Act and the regulations promulgated thereunder, as well as applicable State law exemptions, and warrants and represents that the Option and the Option Shares are being or will be (in the case of the Option Shares) acquired by the undersigned solely for the undersigned's own account, for investment purposes only, and are not being purchased with the intent or view to resell the Option or the and Option Shares or for the resale, distribution, subdivision or fractionalization thereof. Consequently, the undersigned must bear the economic risk of the investment for an indefinite period of time because the Option and the Option Shares cannot be resold or otherwise transferred unless subsequently registered under the act and qualified under applicable State law or an opinion of qualified counsel that indicates an exemption from registration and/or qualification is available.

Representations and Warranties of Optionee. As a condition to receipt of the Option and for other good and valuable consideration, receipt of which is hereby acknowledge, the Optionee represents and warrants to the Company as follows: : (iI) Optionee acknowledges that the Company is a development stage company with no significant operating history and that there are significant risks associated with the Company's business. Accordingly, the value of the Option and the Option Shares will be based upon the Company's development of its business which is subject to significant risks; and and (iiII) Optionee understands that the Option and the Option Shares (issuable upon exercise of the Option) are being offered and sold under an exemption from registration provided by Section 4 of the Act and the regulations promulgated thereunder, as well as applicable State law exemptions, and warrants and represents that the Option and the Option Shares are being or will be (in the case of the Option Shares) acquired by the undersigned solely for the undersigned's own account, for investment purposes only, and are not being purchased with the intent or view to resell the Option or the Option Shares or for the resale, distribution, subdivision or fractionalization thereof. Consequently, the undersigned must bear the economic risk of the investment for an indefinite period of time because the Option and the Option Shares cannot be resold or otherwise transferred unless subsequently registered under the act Act and qualified under applicable State law or an opinion of qualified counsel that indicates an exemption from registration and/or qualification is available.

Representations and Warranties of Optionee. As a condition to receipt of the Option and for other good and valuable consideration, receipt of which is hereby acknowledge, the Optionee represents and warrants to the Company as follows: (iI) Optionee acknowledges that the Company is a development stage company with no significant operating history and that there are significant risks associated with the Company's business. Accordingly, the value of the Option and the Option Shares will be based upon the Company's development of its business which is subject to significant risks; and (iiII) Optionee understands that the Option and the Option Shares (issuable upon exercise of the Option) are being offered and sold under an exemption from registration provided by Section 4 of the Act and the regulations promulgated thereunder, ) as well as applicable State law exemptions, and warrants and represents that the Option and the Option Shares are being or will be (in the case of the Option Shares) acquired by the undersigned solely for the undersigned's own account, for investment purposes only, and are not being purchased with the intent or view to resell the Option or the Option Shares or for the resale, distribution, subdivision or fractionalization thereof. Consequently, the undersigned must bear the economic risk of the investment for an indefinite period of time because the Option and the Option Shares cannot be resold or otherwise transferred unless subsequently registered under the act and qualified under applicable State law or an opinion of qualified counsel that indicates an exemption from registration and/or qualification is available.

Representations and Warranties of Optionee. As a condition to receipt of the Option Options and for other good and valuable consideration, receipt of which is hereby acknowledge, the Optionee represents Optionees jointly and warrants severally represent and warrant to the Company as follows: (i) Optionee acknowledges Optionees acknowledge that the Company is a development stage company with no significant operating history and that there are significant risks associated with the Company's business. Accordingly, the value of the Option Options and the Option Shares will be based upon the Company's development of its business which is subject to significant risks; and (ii) Optionee Optionees understands that the Option Options and the Option Shares (issuable upon exercise of the Optionoption) are being offered and sold under an exemption from registration provided by Section 4 4(2) of the Act and the regulations promulgated thereunder, as well as applicable State law exemptions, and warrants warrant and represents represent that the Option Options and the Option Shares are being or will be (in the case of the Option Shares) acquired by the undersigned solely for the undersigned's undersigneds' own account, for investment purposes only, and are not being purchased with the intent or view to resell the Option Options or the Option Shares or for the resale, distribution, subdivision or fractionalization thereof. Consequently, the undersigned must bear the economic risk of the investment for an indefinite period of time because the Option Options and the Option Shares cannot be resold or otherwise transferred unless subsequently registered under the act Act and qualified under applicable State law or an opinion of qualified counsel that indicates an exemption from registration and/or qualification is available.

Representations and Warranties of Optionee. As a condition to receipt of the Option and for other good and valuable consideration, receipt of which is hereby acknowledge, the Optionee represents and warrants to the Company as follows: (iI) Optionee acknowledges that the Company is a development stage company with no significant operating history and that there are significant risks associated with the Company's business. Accordingly, the value of the Option and the Option Shares will be based upon the Company's development of its business which is subject to significant risks; and (iiII) Optionee understands that the Option and the Option Shares (issuable upon exercise of the Option) are being offered and sold under an exemption from registration provided by Section 4 of the Act and the regulations promulgated thereunder, as well as applicable State law exemptions, and warrants and represents that the Option and the Option Shares are being or will be (in the case of the Option Shares) acquired by the undersigned solely for the undersigned's own account, for investment purposes only, and are not being purchased with the intent or view to resell the Option or the Option Shares or for the resale, distribution, subdivision or fractionalization thereof. Consequently, the undersigned must bear the economic risk of the investment for an indefinite period of time because the Option and the Option Shares cannot be resold or otherwise transferred unless subsequently registered under the act and qualified under applicable State law or an opinion of qualified counsel that indicates an exemption from registration and/or qualification is available.