Common use of REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. The Optionee ---------------------------------------------- hereby represents and warrants to, and agrees with, the Corporation that as of the date hereof: (a) Optionee has the requisite legal capacity to execute and deliver this Agreement, to perform its, his or her other obligations hereunder and to carry out the transactions contemplated hereby. (b) Optionee is acquiring and shall acquire the shares of Common Stock issuable upon exercise of the Options, for Optionee's own account and not with a view towards the distribution thereof in violation of applicable Federal and state securities laws. (c) Optionee acknowledges and agrees that (a) Optionee must bear the economic risk of the investment in the shares of Common Stock issuable upon exercise of the Options, which may not be sold by Optionee unless registered under the 1933 Act or an exemption therefrom is available thereunder and (b) the Corporation is under no obligation to register the Options or the shares of Common Stock issuable upon exercise of the Options for sale under the 1933 Act. (d) Optionee has had both the opportunity to ask questions and receive answers from the officers and directors of the Corporation and all persons acting on the Corporation's behalf concerning the terms and conditions of the Options and this Agreement. (e) Optionee is aware that the Corporation shall place stop transfer orders with its transfer agent against the transfer of the shares of Common Stock issuable upon exercise of the Options in the absence of registration under the 1933 Act or exemption therefrom as provided herein.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. The Optionee hereby ---------------------------------------------- hereby represents and warrants to, and agrees with, the Corporation that as of the date hereof: (a) Optionee has the requisite legal capacity to execute and deliver this Agreement, to perform its, his or her other obligations hereunder and to carry out the transactions contemplated hereby. (b) Optionee is acquiring the Options and shall acquire the shares of Common Stock issuable upon exercise of the Options, for Optionee's own account and not with a view towards the distribution thereof in violation of applicable Federal and state securities laws. (c) Optionee acknowledges and agrees that (a) Optionee must bear the economic risk of the investment in the shares of Common Stock issuable upon exercise of the Options, which may not be sold by Optionee unless registered under the 1933 Act or an exemption therefrom is available thereunder and (b) the Corporation is under no obligation to register the Options or the shares of Common Stock issuable upon exercise of the Options for sale under the 1933 Act. (d) Optionee has had both the opportunity to ask questions and receive answers from the officers and directors of the Corporation and all persons acting on the Corporation's behalf concerning the terms and conditions of the Options and this Agreement. (e) Optionee is aware that the Corporation shall place stop transfer orders with its transfer agent against the transfer of the shares of Common Stock issuable upon exercise of the Options in the absence of registration under the 1933 Act or an available exemption therefrom as provided herein. (f) Optionee has not engaged any finder or broker in connection with the execution and delivery of this Agreement.