Common use of Representations of the Holder Clause in Contracts

Representations of the Holder. The Holder represents and warrants to ----------------------------- the Company as follows: (a) the Holder will acquire the Option Shares, to the extent that the Stock Option becomes vested and exercisable pursuant to the terms hereof and the Holder exercises the Stock Option in whole or in part, solely for investment for the Holder's own account and not with a view to the resale or distribution of all or any part thereof; (b) the Holder understands that (i) the Holder may purchase the Option Shares only to the extent that the Stock Option becomes vested and exercisable pursuant to Section 3.3 hereof, (ii) it is possible that the Stock Option will not become exercisable for any of the Option Shares, (iii) none of the Company, the Parent or any Subsidiary is obligated to continue their relationship with the Holder, and (iv) none of the Option Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and the Holder may have to hold the Option Shares, to the extent they become Purchased Option Shares hereunder, for an indefinite period unless the offer and sale thereof is subsequently registered under the Securities Act (and the Company is under no obligation to so register any Purchased Option Shares) or an exemption is available therefrom; and (c) the Holder's permanent residence is at the address specified on the signature page hereof.

Representations of the Holder. The Holder represents and warrants to ----------------------------- the Company as follows: (a) the Holder will acquire the Option Shares, to the extent that the Stock Option becomes vested and exercisable pursuant to the terms hereof and the Holder exercises the Stock Option in whole or in part, solely for investment for the Holder's own account and not with a view to the resale or distribution of all or any part thereof; (b) the Holder understands that (i) the Holder may purchase the Option Shares only to the extent that the Stock Option becomes vested and exercisable pursuant to Section 3.3 hereof, (ii) it is possible that the Stock Option will not become exercisable for any of the Option Shares, (iii) none of the Company, the Parent or any Subsidiary is obligated to continue their relationship with the Holder's employment, and (iv) none of the Option Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and the Holder may have to hold the Option Shares, to the extent they become Purchased Option Shares hereunder, for an indefinite period unless the offer and sale thereof is subsequently registered under the Securities Act (and the Company is under no obligation to so register any Purchased Option Shares) or an exemption is available therefrom; and; (c) the Holder's permanent residence is at the address specified on the signature page hereof; and (d) the issuance of the Option satisfies any obligation that the Company's Subsidiary, Health Valley Company, may have to issue options or other rights to the Holder.

Representations of the Holder. The Holder represents and warrants to ----------------------------- the Company as follows: (a) the Holder will acquire the Option Shares, to the extent that the Stock Option becomes vested and exercisable pursuant to the terms hereof and the Holder exercises the Stock Option Option, in whole or in part, solely for investment for the Holder's own account and not with a view to the resale or distribution of all or any part thereof; (b) the Holder understands that (i) the Holder may purchase the Option Shares only to the extent that the Stock Option becomes vested and exercisable pursuant to Section 3.3 hereof, (ii) it is possible that the Stock Option will not become exercisable for any of the Option Shares, (iii) none of the Company, the Parent Company or any Subsidiary is obligated to continue their relationship with the Holder's employment, and (iv) none of the Option Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and the Holder may have to hold the Option Shares, to the extent they become Purchased Option Shares hereunder, for an indefinite period unless the offer and sale thereof is subsequently registered under the Securities Act (and the Company is under no obligation to so register any Purchased Option Shares) or an exemption is available therefrom; and (c) the Holder's permanent residence is at the address specified on the signature page hereof.

Representations of the Holder. The Holder represents and warrants to ----------------------------- the Company as follows: (a) the Holder will acquire the Option Shares, to the extent that the Stock Option becomes vested and exercisable pursuant to the terms hereof and the Holder exercises the Stock Option Option, in whole or in part, solely for investment for the Holder's own account and not with a view to the resale or distribution of all or any part thereof; (b) the Holder understands that (i) the Holder may purchase the Option Shares only to the extent that the Stock Option becomes vested and exercisable pursuant to Section SECTION 3.3 hereof, (ii) it is possible that the Stock Option will not become exercisable for any of the Option Shares, (iii) none of the Company, the Parent Company or any Subsidiary is obligated to continue their relationship with the Holder's employment other than pursuant to the terms and conditions of the Employment Agreement, and (iv) none of the Option Shares have been registered under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and the Holder may have to hold the Option Shares, to the extent they become Purchased Option Shares hereunder, for an indefinite period unless the offer and sale thereof is subsequently registered under the Securities Act (and the Company is under no obligation to so register any Purchased Option Shares) or an exemption is available therefrom; and (c) the Holder's permanent residence is at the address specified on the signature page hereof.