Common use of Representations of the Optionee Clause in Contracts

Representations of the Optionee. (a) The Optionee understands and acknowledges that (a) the Options are being offered without a prospectus pursuant to the exemptions from registration found in Regulation S of the Securities Act of 1993, as amended (the "Securities Act"), (b) the Optionee has reviewed the confidential business plan of the Company or such other material documents of the Company as the Optionee has deemed necessary or appropriate for purposes of purchasing the Options, including this subscription agreement (collectively, the "Offering Documents"); and (c) this transaction has not been reviewed or approved by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. (b) The Optionee either (i) has a preexisting personal or business relationship with the Company or its controlling persons, such as would enable a reasonably prudent Optionee to be aware of the character and general business and financial circumstances of the Company or its controlling persons, or (ii) by reason of the Optionee's business or financial experience, individually or in conjunction with the Optionee's unaffiliated professional advisors who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, is capable of evaluating the merits and risks of an investment in the Options, making an informed investment decision and protecting the Optionee's own interests in connection with the transactions contemplated hereby. (c) The Optionee understands and has fully considered for purposes of this investment the risks of this investment and understands that (i) this investment is suitable only for an Optionee who is able to bear the economic consequences of losing the Optionee's entire investment; (ii) the Company is a start-up enterprise with no significant operating history; (iii) the purchase of the Options is a speculative investment which involves a high degree of risk of loss by the Optionee of the Optionee's entire investment, and (iv) there are substantial restrictions on the transferability of, and there will be no public market for, the Options, and accordingly, it may not be possible for the Optionee to liquidate the Optionee's investment in the Options. (d) The Optionee is able (i) to bear the economic risk of this investment, (ii) to hold the Options for an indefinite period of time, and (iii) to afford a complete loss of the Optionee's investment; and represents that the Optionee has sufficient liquid assets so that the lack of liquidity associated with this investment will not cause any undue financial difficulties or affect the Optionee's ability to provide for the Optionee's current needs and possible financial contingencies. (e) The Optionee, in making the Optionee's decision to acquire the Options, has relied solely upon independent investigations made by the Optionee and the representations and warranties of the Company contained herein and the Optionee has been given (i) access to all material books and records of the Company; (ii) access to all material contracts and documents relating to this offering; and (iii) an opportunity to ask questions of, and to receive answers from, the appropriate executive officers and other persons acting on behalf of the Company concerning the Company and the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information. The Optionee acknowledges that no valid request to the Company by the Optionee for information of any kind about the Company has been refused or denied by the Company or remains unfulfilled as of the date thereof. (f) The Optionee has carefully considered this Option Agreement. In evaluating the suitability of an investment in the Company, the Optionee has not relied upon any representations or other information (whether oral or written) other than as set forth in this agreement or as contained in any documents or answers to questions furnished by the Company. (g) All of the information set forth on the cover page of this Agreement indicated as applicable to the Optionee, is true and correct in all respects. (h) The Options are being acquired by the Optionee solely for the Optionee's own personal account, for investment purposes only, and not with a view to, or in connection with, any resale or distribution thereof; the Optionee has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person the Options for which the Optionee hereby subscribes, or any part thereof, any interest therein or any rights thereto; the Optionee has no present plans to enter into any such contract, undertaking, agreement or arrangement; and the Optionee understands the legal consequences of the foregoing representations and warranties to mean that the Optionee must bear the economic risk of the investment for an indefinite period of time because the Options have not been registered under the Securities Act and applicable state securities laws and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and applicable state securities laws (which the Company is not obligated, and has no current intention, to do) or unless an exemption from such registration is available. (i) The Optionee has not engaged any broker, dealer, finder, commission agent or other similar person in connection with the offer, offer for sale, or sale of the Options and is not under any obligation to pay any broker's fee or commission in connection with the Optionee's investment.

Representations of the Optionee. (a) The Optionee understands and acknowledges that (ai) the Options are being offered without a prospectus pursuant to the exemptions from registration found in Regulation S of the Securities Act of 1993, as amended (the "Securities Act"), (bii) the Optionee has reviewed the confidential business plan of the Company or such other material documents of the Company as the Optionee has deemed necessary or appropriate for purposes of purchasing the Options, including this subscription agreement (collectively, the "Offering Documents"); and (ciii) this transaction has not been reviewed or approved by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. (b) The Optionee either (i) has a preexisting personal or business relationship with the Company or its controlling persons, such as would enable a reasonably prudent Optionee to be aware of the character and general business and financial circumstances of the Company or its controlling persons, or (ii) by reason of the Optionee's business or financial experience, individually or in conjunction with the Optionee's unaffiliated professional advisors who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, is capable of evaluating the merits and risks of an investment in the Options, making an informed investment decision and protecting the Optionee's own interests in connection with the transactions contemplated hereby. (c) The Optionee understands and has fully considered for purposes of this investment the risks of this investment and understands that (i) this investment is suitable only for an Optionee who is able to bear the economic consequences of losing the Optionee's entire investment; (ii) the Company is a start-up enterprise with no significant operating history; (iii) the purchase of the Options is a speculative investment which involves a high degree of risk of loss by the Optionee of the Optionee's entire investment, and (iv) there are substantial restrictions on the transferability of, and there will be no public market for, the Options, and accordingly, it may not be possible for the Optionee to liquidate the Optionee's investment in the Options. (d) The Optionee is able (i) to bear the economic risk of this investment, (ii) to hold the Options for an indefinite period of time, and (iii) to afford a complete loss of the Optionee's investment; and represents that the Optionee has sufficient liquid assets so that the lack of liquidity associated with this investment will not cause any undue financial difficulties or affect the Optionee's ability to provide for the Optionee's current needs and possible financial contingencies. (e) The Optionee, in making the Optionee's decision to acquire the Options, has relied solely upon independent investigations made by the Optionee and the representations and warranties of the Company contained herein and the Optionee has been given (i) access to all material books and records of the Company; (ii) access to all material contracts and documents relating to this offering; and (iii) an opportunity to ask questions of, and to receive answers from, the appropriate executive officers and other persons acting on behalf of the Company concerning the Company and the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information. The Optionee acknowledges that no valid request to the Company by the Optionee for information of any kind about the Company has been refused or denied by the Company or remains unfulfilled as of the date thereof. (f) The Optionee has carefully considered this Option Agreement. In evaluating the suitability of an investment in the Company, the Optionee has not relied upon any representations or other information (whether oral or written) other than as set forth in this agreement or as contained in any documents or answers to questions furnished by the Company. (g) All of the information set forth on the cover page of this Agreement indicated as applicable to the Optionee, is true and correct in all respects. (h) The Options are being acquired by the Optionee solely for the Optionee's own personal account, for investment purposes only, and not with a view to, or in connection with, any resale or distribution thereof; the Optionee has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person the Options for which the Optionee hereby subscribes, or any part thereof, any interest therein or any rights thereto; the Optionee has no present plans to enter into any such contract, undertaking, agreement or arrangement; and the Optionee understands the legal consequences of the foregoing representations and warranties to mean that the Optionee must bear the economic risk of the investment for an indefinite period of time because the Options have not been registered under the Securities Act and applicable state securities laws and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and applicable state securities laws (which the Company is not obligated, and has no current intention, to do) or unless an exemption from such registration is available. (i) The Optionee has not engaged any broker, dealer, finder, commission agent or other similar person in connection with the offer, offer for sale, or sale of the Options and is not under any obligation to pay any broker's fee or commission in connection with the Optionee's investment.

Representations of the Optionee. (a) The Optionee understands and acknowledges that (a) the Options and the Non Dilution Options are being offered without a prospectus pursuant to the exemptions from registration found in Regulation S of the Securities Act of 1993, as amended (the "Securities Act"), (b) the Optionee has reviewed the confidential business plan of the Company or such other material documents of the Company as the Optionee has deemed necessary or appropriate for purposes of purchasing the Options and the Non Dilution Options, including this subscription agreement (collectively, the "Offering Documents"); and (c) this transaction has not been reviewed or approved by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. (b) The Optionee either (i) has a preexisting personal or business relationship with the Company or its controlling persons, such as would enable a reasonably prudent Optionee to be aware of the character and general business and financial circumstances of the Company or its controlling persons, or (ii) by reason of the Optionee's business or financial experience, individually or in conjunction with the Optionee's unaffiliated professional advisors who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, is capable of evaluating the merits and risks of an investment in the Options and the Non Dilution Options, making an informed investment decision and protecting the Optionee's own interests in connection with the transactions contemplated hereby. (c) The Optionee understands and has fully considered for purposes of this investment the risks of this investment and understands that (i) this investment is suitable only for an Optionee who is able to bear the economic consequences of losing the Optionee's entire investment; (ii) the Company is a start-up enterprise with no significant operating history; (iii) the purchase of the Options and the Non Dilution Options is a speculative investment which involves a high degree of risk of loss by the Optionee of the Optionee's entire investment, and (iv) there are substantial restrictions on the transferability of, and there will be no public market for, the Options and the Non Dilution Options, and accordingly, it may not be possible for the Optionee to liquidate the Optionee's investment in the Options and the Non Dilution Options. (d) The Optionee is able (i) to bear the economic risk of this investment, (ii) to hold the Options and the Non Dilution Options for an indefinite period of time, and (iii) to afford a complete loss of the Optionee's investment; and represents that the Optionee has sufficient liquid assets so that the lack of liquidity associated with this investment will not cause any undue financial difficulties or affect the Optionee's ability to provide for the Optionee's current needs and possible financial contingencies. (e) The Optionee, in making the Optionee's decision to acquire the Options and the Non Dilution Options, has relied solely upon independent investigations made by the Optionee and the representations and warranties of the Company contained herein and the Optionee has been given (i) access to all material books and records of the Company; (ii) access to all material contracts and documents relating to this offering; and (iii) an opportunity to ask questions of, and to receive answers from, the appropriate executive officers and other persons acting on behalf of the Company concerning the Company and the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information. The Optionee acknowledges that no valid request to the Company by the Optionee for information of any kind about the Company has been refused or denied by the Company or remains unfulfilled as of the date thereof. (f) The Optionee has carefully considered this Option Agreement. In evaluating the suitability of an investment in the Company, the Optionee has not relied upon any representations or other information (whether oral or written) other than as set forth in this agreement or as contained in any documents or answers to questions furnished by the Company. (g) All of the information set forth on the cover page of this Agreement indicated as applicable to the Optionee, is true and correct in all respects. (h) The Options and the Non Dilution Options are being acquired by the Optionee solely for the Optionee's own personal account, for investment purposes only, and not with a view to, or in connection with, any resale or distribution thereof; the Optionee has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person the Options and the Non Dilution Options for which the Optionee hereby subscribes, or any part thereof, any interest therein or any rights thereto; the Optionee has no present plans to enter into any such contract, undertaking, agreement or arrangement; and the Optionee understands the legal consequences of the foregoing representations and warranties to mean that the Optionee must bear the economic risk of the investment for an indefinite period of time because the Options and the Non Dilution Options have not been registered under the Securities Act and applicable state securities laws and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and applicable state securities laws (which the Company is not obligated, and has no current intention, to do) or unless an exemption from such registration is available. (i) The Optionee has not engaged any broker, dealer, finder, commission agent or other similar person in connection with the offer, offer for sale, or sale of the Options and the Non Dilution Options and is not under any obligation to pay any broker's fee or commission in connection with the Optionee's investment.

Representations of the Optionee. (a) The Optionee understands and acknowledges that (ai) the Options are being offered without a prospectus pursuant to the exemptions from registration found in Regulation S of the Securities Act of 1993, as amended (the "Securities Act"), (bii) the Optionee has reviewed the confidential business plan of the Company or such other material documents of the Company as the Optionee has deemed necessary or appropriate for purposes of purchasing the Options, including this subscription agreement (collectively, the "Offering Documents"); and (ciii) this transaction has not been reviewed or approved by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. (b) The Optionee either (i) has a preexisting personal or business relationship with the Company or its controlling persons, such as would enable a reasonably prudent Optionee to be aware of the character and general business and financial circumstances of the Company or its controlling persons, or (ii) by reason of the Optionee's business or financial experience, individually or in conjunction with the Optionee's unaffiliated professional advisors who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, is capable of evaluating the merits and risks of an investment in the Options, making an informed investment decision and protecting the Optionee's own interests in connection with the transactions contemplated hereby. (c) The Optionee understands and has fully considered for purposes of this investment the risks of this investment and understands that (i) this investment is suitable only for an Optionee who is able to bear the economic consequences of losing the Optionee's entire investment; (ii) the Company is a start-up enterprise with no significant operating history; (iii) the purchase of the Options is a speculative investment which involves a high degree of risk of loss by the Optionee of the Optionee's entire investment, and (iv) there are substantial restrictions on the transferability of, and there will be no public market for, the Options, and accordingly, it may not be possible for the Optionee to liquidate the Optionee's investment in the Options. (d) The Optionee is able (i) to bear the economic risk of this investment, (ii) to hold the Options for an indefinite period of time, and (iii) to afford a complete loss of the Optionee's investment; and represents that the Optionee has sufficient liquid assets so that the lack of liquidity associated with this investment will not cause any undue financial difficulties or affect the Optionee's ability to provide for the Optionee's current needs and possible financial contingencies. (e) The Optionee, in making the Optionee's decision to acquire the Options, has relied solely upon independent investigations made by the Optionee and the representations and warranties of the Company contained herein and the Optionee has been given (i) access to all material books and records of the Company; (ii) access to all material contracts and documents relating to this offering; and (iii) an opportunity to ask questions of, and to receive answers from, the appropriate executive officers and other persons acting on behalf of the Company concerning the Company and the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information. The Optionee acknowledges that no valid request to the Company by the Optionee for information of any kind about the Company has been refused or denied by the Company or remains unfulfilled as of the date thereof. (f) The Optionee has carefully considered this Option Agreement. In evaluating the suitability of an investment in the Company, the Optionee has not relied upon any representations or other information (whether oral or written) other than as set forth in this agreement or as contained in any documents or answers to questions furnished by the Company. (g) All of the information set forth on the cover page of this Agreement indicated as applicable to the Optionee, is true and correct in all respects. (h) The Options are being acquired by the Optionee solely for the Optionee's own personal account, for investment purposes only, and not with a view to, or in connection with, any resale or distribution thereof; the Optionee has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person the Options for which the Optionee hereby subscribes, or any part thereof, any interest therein or any rights thereto; the Optionee has no present plans to enter into any such contract, undertaking, agreement or arrangement; and the Optionee understands the legal consequences of the foregoing representations and warranties to mean that the Optionee must bear the economic risk of the investment for an indefinite period of time because the Options have not been registered under the Securities Act and applicable state securities laws and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and applicable state securities laws (which the Company is not obligated, and has no current intention, to do) or unless an exemption from such registration is available. (i) The Optionee has not engaged any broker, dealer, finder, commission agent or other similar person in connection with the offer, offer for sale, or sale of the Options and is not under any obligation to pay any broker's fee or commission in connection with the Optionee's investment.

Representations of the Optionee. (a) The Optionee understands and acknowledges that (a) the Options are being offered without a prospectus pursuant to and sold under one or more of the exemptions from registration found provided for in Regulation S Section 4(2) or Section 3(b) of the Securities Act of 1993, as amended (the "Securities Act"), including Regulation D promulgated thereunder and any applicable state securities laws, (b) the Optionee has reviewed the confidential business plan of the Company or such other material documents of the Company as the Optionee has deemed necessary or appropriate for purposes of purchasing the Options, including this subscription agreement (collectively, the "Offering Documents"); and (c) this transaction has not been reviewed or approved by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. (b) The Optionee either (i) has a preexisting personal or business relationship with the Company or its controlling persons, such as would enable a reasonably prudent Optionee to be aware of the character and general business and financial circumstances of the Company or its controlling persons, or (ii) by reason of the Optionee's business or financial experience, individually or in conjunction with the Optionee's unaffiliated professional advisors who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, is capable of evaluating the merits and risks of an investment in the Options, making an informed investment decision and protecting the Optionee's own interests in connection with the transactions contemplated hereby. (c) The Optionee understands and has fully considered for purposes of this investment the risks of this investment and understands that (i) this investment is suitable only for an Optionee who is able to bear the economic consequences of losing the Optionee's entire investment; (ii) the Company is a start-up enterprise with no significant operating history; (iii) the purchase of the Options is a speculative investment which involves a high degree of risk of loss by the Optionee of the Optionee's entire investment, and (iv) there are substantial restrictions on the transferability of, and there will be no public market for, the Options, and accordingly, it may not be possible for the Optionee to liquidate the Optionee's investment in the Options. (d) The Optionee is able (i) to bear the economic risk of this investment, (ii) to hold the Options for an indefinite period of time, and (iii) to afford a complete loss of the Optionee's investment; and represents that the Optionee has sufficient liquid assets so that the lack of liquidity associated with this investment will not cause any undue financial difficulties or affect the Optionee's ability to provide for the Optionee's current needs and possible financial contingencies. (e) The Optionee, in making the Optionee's decision to acquire the Options, has relied solely upon independent investigations made by the Optionee and the representations and warranties of the Company contained herein and the Optionee has been given (i) access to all material books and records of the Company; (ii) access to all material contracts and documents relating to this offering; and (iii) an opportunity to ask questions of, and to receive answers from, the appropriate executive officers and other persons acting on behalf of the Company concerning the Company and the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information. The Optionee acknowledges that no valid request to the Company by the Optionee for information of any kind about the Company has been refused or denied by the Company or remains unfulfilled as of the date thereof. (f) The Optionee has carefully considered this Option Agreement. In evaluating the suitability of an investment in the Company, the Optionee has not relied upon any representations or other information (whether oral or written) other than as set forth in this agreement or as contained in any documents or answers to questions furnished by the Company. (g) All of the information set forth on the cover page of this Agreement indicated as applicable to the Optionee, is true and correct in all respects. (h) The Options are being acquired by the Optionee solely for the Optionee's own personal account, for investment purposes only, and not with a view to, or in connection with, any resale or distribution thereof; the Optionee has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person the Options for which the Optionee hereby subscribes, or any part thereof, any interest therein or any rights thereto; the Optionee has no present plans to enter into any such contract, undertaking, agreement or arrangement; and the Optionee understands the legal consequences of the foregoing representations and warranties to mean that the Optionee must bear the economic risk of the investment for an indefinite period of time because the Options have not been registered under the Securities Act and applicable state securities laws and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and applicable state securities laws (which the Company is not obligated, and has no current intention, to do) or unless an exemption from such registration is available. (i) The Optionee has not engaged any broker, dealer, finder, commission agent or other similar person in connection with the offer, offer for sale, or sale of the Options and is not under any obligation to pay any broker's fee or commission in connection with the Optionee's investment.