Common use of Representations and Warranties of Optionor Clause in Contracts

Representations and Warranties of Optionor. Optionor hereby represents and warrants as follows: (a) Optionor is the record and beneficial owner of the Shares as set forth on the books and records of Mitek, free and clear of all liens, claims, charges, restrictions, security interests, proxies, pledges or encumbrances of any kind. (b) Optionor has the full right, power, authority and capacity to enter into this Agreement, to grant the Options, and to sell and transfer to Optionees the Shares as contemplated herein. (c) Upon exercise of any of the Options, Optionees will obtain full title to the Shares, free and clear of all liens, claims, charges, restrictions, security interests, proxies, pledges or encumbrances of any kind, except for the restrictions of Rule 144 of the Act. (d) This Agreement constitutes a legal, valid and binding agreement of Optionor enforceable in accordance with its terms. (e) There are no claims, actions, suits, proceedings or investigations pending or threatened against Optionor or the Shares at law or in equity, and Optionor does not know or have any reason to know of any basis for any such claim, action, suit, proceeding or investigation. (f) Optionor will use his best efforts to cause Mitek to conduct a search for and employ a new chief executive officer and to reconstitute its board of directors. (g) Neither this Agreement nor any documents filed of record by Mitek with the Securities and Exchange Commission contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or herein or necessary to make the statements and information contained herein or therein not misleading as of the date thereof and as of the date of this Agreement.

Representations and Warranties of Optionor. Optionor hereby represents and warrants as follows: (a) Optionor is the record and beneficial owner of the Shares as set forth on the books and records of Mitek, free and clear of all liens, claims, charges, restrictions, security interests, proxies, pledges or encumbrances of any kind. (b) Optionor has the full right, power, authority and capacity to enter into this Agreement, to grant the Options, and to sell and transfer to Optionees optionees the Shares as contemplated herein. (c) Upon exercise of any of the Optionsoptions, Optionees optionees will obtain full title to the Shares, free and clear of all liens, claims, charges, restrictions, security interests, proxies, pledges or encumbrances of any kind, except for the restrictions of Rule 144 of the Act. (d) This Agreement constitutes a legal, valid and binding agreement of Optionor enforceable in accordance with its terms. (e) There are no claims, actions, suits, proceedings or investigations pending or threatened against Optionor or the Shares at law or in equity, and Optionor optionor does not know or have any reason to know of any basis for any such claim, action, suit, proceeding or investigation. (f) Optionor will use his best efforts to cause Mitek to conduct a search for and employ a new now chief executive officer and to reconstitute its board of directors. (g) Neither this Agreement nor any documents filed of record by Mitek with the Securities and Exchange Commission commission contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or herein or necessary to make the statements and information contained herein or therein not misleading as of the date thereof and as of the date of this Agreement.