Common use of Representations Warranties and Covenants of the Executive Clause in Contracts

Representations Warranties and Covenants of the Executive. By virtue of the Executive's execution hereof, and in order to induce the Company to enter into this Employment Agreement, the Executive hereby represents and warrants to and covenants with the Company as follows: (1) He is not presently actively engaged in any business, employment or venture which is or may be in conflict with the business of the Company; (2) He has full power and authority to enter this Employment Agreement, to enter into and to otherwise perform this Employment Agreement in the time and manner contemplated; (3) He agrees to submit to a medical examination as may be required for the Company to obtain "key man" insurance coverage, provided that such medical examination is at the Company's expense; (4) He has the experience, skill and knowledge to perform the services expected of him hereunder; (5) The Executive is not the subject of any threatened or filed litigation not disclosed to the Company prior to the execution of this Employment Agreement; (6) The Executive's compliance with the terms and conditions of this Employment Agreement in the time and manner contemplated herein will not conflict with any instrument or agreement pertaining to the transaction contemplated herein; and will not conflict in, result in a breach of, or constitute a default under any instrument to which he is a party; (7) The Executive acknowledges that Severance shall only be paid in the event the Company terminates the Employment Period without Cause, due to the Executive's Disability, or the Executive terminates the Employment Period with Good Reason; (8) The Executive has been advised, and by the execution of this Employment Agreement, accepts and acknowledges that none of the Option Shares shall have been registered under the Securities Act of 1933, as amended (the "Securities Act") or under any state securities law; and that in granting the Option Shares to the Executive, the Company is relying upon an exemption from registration based upon the Executive's investment representations. In this regard, the Executive hereby represents and warrants to the Company that: (a) he is acquiring the Salary Shares and the Option Shares for investment purposes and without a view to the transfer or resale thereof; (b) he is a sophisticated investor familiar with the operations of the Company; (c) in the event he exercises the Option Shares he will hold them for such period of time as shall be required by the Securities Act or as otherwise required or permitted by law; (d) any sale of the Salary Shares and/or the Option Shares will be accomplished only in accordance with the Securities Act and the rules and regulations of the Securities and Exchange Commission adopted thereunder; and (e) all certificates representing the Salary Shares and the Option Shares will bear a standard form or restrictive legend and be the subject of standard stop transfer orders on the transfer records of the Company or its transfer agent; and (9) The Executive acknowledges and accepts that all certificates representing the Salary Shares and.or the Option Shares may be the subject of a lock up from the date the Company becomes publicly owned as may be required by the Company's underwriter(s).

Representations Warranties and Covenants of the Executive. By virtue of the Executive's execution hereof, and in order to induce the Company to enter into this Employment Agreement, the Executive hereby represents and warrants to and covenants with the Company as follows: (1i) He is not presently actively engaged in any business, employment or venture which is or may be in conflict with the business of the Company; (2ii) He has full power and authority to enter this Employment Agreement, to enter into and to otherwise perform this Employment Agreement in the time and manner contemplated; (3iii) He agrees to submit to a medical examination as may be required for the Company to obtain "key man" insurance coverage, provided that such medical examination is at the Company's expense; (4iv) He has the experience, skill and knowledge to perform the services expected of him hereunder; (5v) The information contained on the summary biography he submitted to the Company, a copy of which is annexed hereto as Exhibit "A" and hereby incorporated herein by reference, is true and correct and does not misstate or omit to state any material employment or other material fact; (vi) The Executive is not the subject of any threatened or filed litigation not disclosed to the Company prior to the execution of this Employment Agreement; (6vii) The Executive's compliance with the terms and conditions of this Employment Agreement in the time and manner contemplated herein will not conflict with any instrument or agreement pertaining to the transaction contemplated herein; and will not conflict in, result in a breach of, or constitute a default under any instrument to which he is a party; (7viii) The Executive acknowledges that Severance shall only be paid in the event the Company terminates the Employment Period without Cause, due to the Executive's Disability, or the Executive terminates the Employment Period with Good Reason; (8) ix) The Executive has been advised, and by the execution of this Employment Agreement, accepts and acknowledges that none of the Vested and/or Granted ISO Option Shares shall have been registered under the Securities Act of 1933, as amended (the "Securities Act") or under any state securities law; and that in granting the Option Shares Vested and Granted ISOs to the Executive, the Company is relying upon an exemption from registration based upon the Executive's investment representations. In this regard, the Executive hereby represents and warrants to the Company that: (a) he is acquiring the Salary Shares Vested and the Option Shares Granted ISOs for investment purposes and without a view to the transfer or resale thereof; (b) he is a sophisticated investor familiar with the operations of the Company; (c) in the event he exercises the Option Shares Vested and/or Granted ISOs, he will hold them the Vested and/or Granted ISO Option Shares acquired upon exercise of the Vested and Granted ISOs for such period of time as shall be required by the Securities Act or as otherwise required or permitted by law; (dc) any sale of the Salary Shares Vested and/or the Granted ISO Option Shares will be accomplished only in accordance with the Securities Act and the rules and regulations of the Securities and Exchange Commission adopted thereunder; and (ed) all certificates representing the Salary Shares and the Vested and/or Granted ISO Option Shares will bear a standard form or restrictive legend and be the subject of standard stop transfer orders on the transfer records of the Company or its transfer agent; and (9x) The Executive acknowledges and accepts that all certificates representing the Salary Shares and.or the Vested and/or Granted ISO Option Shares may be the subject of a lock up from the date the Company becomes publicly owned as may be required by the Company's underwriter(s).

Representations Warranties and Covenants of the Executive. By virtue of the Executive's ’s execution hereof, and in order to induce the Company to enter into this Employment Agreement, the Executive hereby represents and warrants to and covenants with the Company as follows: (1) He is not presently actively engaged in any business, employment or venture which is or may be in conflict with the business of the Company; (2) He has full power and authority to enter this Employment Agreement, to enter into and to otherwise perform this Employment Agreement in the time and manner contemplated; (3) He agrees to submit to a medical examination as may be required for the Company to obtain "“key man" ” insurance coverage, provided that such medical examination is at the Company's ’s expense; (4) He has the experience, skill and knowledge to perform the services expected of him hereunder; (5) The Executive is not the subject of any threatened or filed litigation not disclosed to the Company prior to the execution of this Employment Agreement; (6) The Executive's ’s compliance with the terms and conditions of this Employment Agreement in the time and manner contemplated herein will not conflict with any instrument or agreement pertaining to the transaction contemplated herein; and will not conflict in, result in a breach of, or constitute a default under any instrument to which he is a party; (7) The Executive acknowledges that Severance shall only be paid in the event the Company terminates the Employment Period without Cause, due to the Executive's ’s Disability, or the Executive terminates the Employment Period with Good Reason; (8) The Executive has been advised, and by the execution of this Employment Agreement, accepts and acknowledges that none of the Option Shares shall have been registered under the Securities Act of 1933, as amended (the "“Securities Act"”) or under any state securities law; and that in granting the Option Shares to the Executive, the Company is relying upon an exemption from registration based upon the Executive's ’s investment representations. In this regard, the Executive hereby represents and warrants to the Company that: (a) he is acquiring the Salary Shares and the Option Shares for investment purposes and without a view to the transfer or resale thereof; (b) he is a sophisticated investor familiar with the operations of the Company; (c) in the event he exercises the Option Shares he will hold them for such period of time as shall be required by the Securities Act or as otherwise required or permitted by law; (d) any sale of the Salary Shares and/or the Option Shares will be accomplished only in accordance with the Securities Act and the rules and regulations of the Securities and Exchange Commission adopted thereunder; and (e) all certificates representing the Salary Shares and the Option Shares will bear a standard form or restrictive legend and be the subject of standard stop transfer orders on the transfer records of the Company or its transfer agent; and (9) The Executive acknowledges and accepts that all certificates representing the Salary Shares and.or the Option Shares may be the subject of a lock up from the date the Company becomes publicly owned as may be required by the Company's ’s underwriter(s).

Representations Warranties and Covenants of the Executive. By virtue of the Executive's execution hereof, and in order to induce the Company to enter into this Employment Agreement, the Executive hereby represents and warrants to and covenants with the Company as follows: (1a) He is not presently actively engaged in any business, employment or venture which is or may be in conflict with the business of the Company; (2b) He has full power and authority to enter this Employment Agreement, to enter into and to otherwise perform this Employment Agreement in the time and manner contemplated; (3c) He agrees to submit to a medical examination as may be required for the Company to obtain "key man" insurance coverage, provided that such medical examination is at the Company's expense; (4d) He has the experience, skill and knowledge to perform the services expected of him hereunder; (5e) The Executive is not the subject of any threatened or filed litigation not disclosed to the Company prior to the execution of this Employment Agreement; (6f) The Executive's compliance with the terms and conditions of this Employment Agreement in the time and manner contemplated herein will not conflict with any instrument or agreement pertaining to the transaction contemplated herein; and will not conflict in, result in a breach of, or constitute a default under any instrument to which he is a party; (7g) The Executive acknowledges that Severance shall only be paid in the event the Company terminates the Employment Period without Cause, due to the Executive's Disability, or the Executive terminates the Employment Period with Good Reason; (8) h) The Executive has been advised, and by the execution of this Employment Agreement, accepts and acknowledges that none of the Option Shares shall have been registered under the Securities Act of 1933, as amended (the "Securities Act") or under any state securities law; and that in granting the Option Shares to the Executive, the Company is relying upon an exemption from registration based upon the Executive's investment representations. In this regard, the Executive hereby represents and warrants to the Company that: (a) he is acquiring the Salary Shares and the Option Shares for investment purposes and without a view to the transfer or resale thereof; (b) he is a sophisticated investor familiar with the operations of the Company; , (c) in the event he exercises the Option Shares he will hold them for such period of time as shall be required by the Securities Act or as otherwise required or permitted by law; (d) any sale of the Salary Shares and/or the Option Shares will be accomplished only in accordance with the Securities Act and the rules and regulations of the Securities and Exchange Commission adopted thereunder; and (e) all certificates representing the Salary Shares and the Option Shares will bear a standard form or restrictive legend and be the subject of standard stop transfer orders on the transfer records of the Company or its transfer agent; and (9i) The Executive acknowledges and accepts that all certificates representing the Salary Shares and.or the Option Shares may be the subject of a lock up from the date the Company becomes publicly owned as may be required by the Company's underwriter(s).