Common use of Representations of Consultant Clause in Contracts

Representations of Consultant. Consultant represents and warrants to the Company that: A. Consultant is under no legal disability with respect to the execution and performance of this Agreement. B. The performance by Consultant under this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of any contractual obligation by which Consultant may be bound. C. Consultant represents and warrants that it has had the opportunity to review the information with respect to the Company attached hereto as Exhibit “A” and made a part hereof, and to ask questions of, and receive answers from, the principals of the Company regarding the disclosures contained in Exhibit “A”. Further, Consultant understands and acknowledges that the Company is a development-stage company and may never earn a profit. D. Consultant represents and warrants to the Company that the shares of common stock being acquired pursuant to this Agreement are being acquired for its own account and for investment and not with a view to the public resale or distribution of such shares and further acknowledges that the shares being issued have not been registered under the Securities Act or any state securities law and are “restricted securities”, as that term is defined in Rule 144 promulgated by the SEC, and must be held indefinitely, unless they are subsequently registered or an exemption from such registration is available. E. Consultant consents to the placement of a legend restricting future transfer on the certificates representing the shares of common stock to be issued hereunder, which legend shall be in the following, or similar, form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE TRANSFERRED WITHOUT REGISTRATION EXCEPT IN TRANSACTIONS EXEMPT FROM SUCH REGISTRATION.”

Representations of Consultant. Consultant The CONSULTANT represents and ----------------------------- warrants to the Company thatas follows: A. Consultant (a) CONSULTANT is an accredited investor within the meaning of Regulation D promulgated under the Securities Act of 1933 (the "SECURITIES ACT"); (b) CONSULTANT has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Client and has the capacity to protect its own interest in connection with the acquisition of the common stock; (c) CONSULTANT has the financial ability to bear the economic risk of its investment, has adequate means for providing for its current needs and foreseeable contingencies, has no legal disability with respect need now, and anticipates no need in the foreseeable future, to sell the execution common stock, is able to hold the common stock for an indefinite period of time and performance can afford a complete loss of the common stock (and that its overall commitment to investments, including this Agreement. B. The performance by Consultant under one, which are not readily marketable is not disproportionate to its net worth, and that this Agreement investment will not violate any applicable court decree, law or regulation, nor will it violate any provisions of any contractual obligation by which Consultant may be bound.cause its commitment to become excessive); C. Consultant represents and warrants that it has had (d) CONSULTANT is acquiring the opportunity to review the information with respect to the Company attached hereto as Exhibit “A” and made a part hereof, and to ask questions of, and receive answers from, the principals of the Company regarding the disclosures contained in Exhibit “A”. Further, Consultant understands and acknowledges that the Company is a development-stage company and may never earn a profit. D. Consultant represents and warrants to the Company that the shares of common stock being acquired pursuant to this Agreement are being acquired for its it's own account and account, for investment purposes only, and not with a view to the public or for sale in connection with any resale or distribution of such shares and further acknowledges that the shares being issued have not been registered under securities in violation of the Securities Act and no other person will have any direct or any state indirect beneficial interest in or right to the common stock. (e) CONSULTANT will provide bona fide services to the CLIENT and the services are not in connection with the offer or sale of CLIENT securities law in a capital-raising transaction, and are “restricted do not directly or indirectly promote or maintain a market for the CLIENT's securities”, as that term . (f) CONSULTANT is defined in Rule 144 promulgated an entity wholly-owned by the SECindividual who is rendering consulting services to the CLIENT. (g) CONSULTANT will not draft or release, or otherwise provide information to be used in, any publication or press release concerning the CLIENT without the CLIENT's express written permission. (h) CONSULTANT has the full power and legal ability to enter into the transactions contemplated by this Agreement and is not the subject of any claim or action or a party to any agreement which would impair or prohibit its ability, or require the consent of any other person to complete its commitments under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by CONSULTANT and is the valid and binding obligation of CONSULTANT, enforceable against CONSULTANT in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and must be held indefinitely, unless they are subsequently registered other similar laws relating to or an exemption from such registration is availableaffecting creditors rights generally and by general equitable principles. E. Consultant consents to the placement of a legend restricting future transfer on the certificates representing the shares of common stock to be issued hereunder, which legend shall be in the following, or similar, form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE TRANSFERRED WITHOUT REGISTRATION EXCEPT IN TRANSACTIONS EXEMPT FROM SUCH REGISTRATION.”

Representations of Consultant. Consultant represents and warrants to the Company that: A. Consultant is under no legal disability with respect to the execution and performance of this Agreement. B. (a) The performance by Consultant under this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of any contractual obligation by which Consultant may be bound. C. Consultant represents and warrants that it has had the opportunity to review the information with respect to the Company attached hereto as Exhibit “A” and made a part hereof, and to ask questions of, and receive answers from, the principals of the Company regarding the disclosures contained in Exhibit “A”. Further, Consultant understands and acknowledges that the Company is a development-stage company and may never earn a profit. D. Consultant represents and warrants to the Company that the shares of common stock being acquired pursuant to this Agreement Shares are being acquired for its own account and for investment and not with a view to the public resale or distribution of such shares and further acknowledges that the shares being issued have not been registered under the Securities Act or of 1933, as amended (the "Act"), and represents to the Company, and agrees that the Company is entitled to rely on such representations, as follows: that the Consultant is acquiring the Shares with no intention of reselling any state securities law of them in any distribution within the meaning of the Act; that he is acquiring the Shares for his own account and that no one else has any beneficial ownership in the Shares; and that he does not intend to and will not resell the Shares except in compliance with the Act and subject to the terms and conditions set forth in section 5 hereof. In addition, the Consultant understands and agrees that (i) the Shares are “"restricted securities”, as that term is defined in " within the meaning of Rule 144 promulgated by under the SEC, and Act; (ii) the Shares must be held indefinitely, unless they are subsequently registered under the Act or an exemption from such registration is available, and the Company has received an opinion of counsel to such effect, in form and substance satisfactory to it; (iii) in any event, the exemption from registration under Rule 144 will not be available for at least one year and even then will not be available unless a public market then exists for the Common Stock of the Company, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with. E. (b) The Consultant consents is relying solely on his tax advisors with respect to the placement tax consequences of this investment and the transactions contemplated hereunder and not on any statements or representations of the Company or any of its agents or representatives. The Consultant understands that the equity compensation he receives under this Agreement may be considered taxable income for Federal or state income tax purposes and that the Company may treat such equity compensation as a legend restricting future transfer on compensation charge against its earnings. The Consultant understands that the certificates representing Consultant, and not the shares of common stock to be issued hereunderCompany, which legend shall be in responsible for the following, Consultant's own tax liability that may arise as a result of this investment or similar, form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE TRANSFERRED WITHOUT REGISTRATION EXCEPT IN TRANSACTIONS EXEMPT FROM SUCH REGISTRATIONthe transactions contemplated hereunder.”

Representations of Consultant. Consultant represents and warrants to the Company that: A. Consultant is under no legal disability with respect to the execution and performance of this Agreement. B. (a) The performance by Consultant under this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of any contractual obligation by which Consultant may be bound. C. Consultant represents and warrants that it has had the opportunity to review the information with respect to the Company attached hereto as Exhibit “A” and made a part hereof, and to ask questions of, and receive answers from, the principals of the Company regarding the disclosures contained in Exhibit “A”. Further, Consultant understands and acknowledges that the Company is a development-stage company and may never earn a profit. D. Consultant represents and warrants to the Company that the shares of common stock being acquired pursuant to this Agreement Shares are being acquired for its own account and for investment and not with a view to the public resale or distribution of such shares and further acknowledges that the shares being issued have not been registered under the Securities Act or of 1933, as amended (the "Act"), and represents to the Company, and agrees that the Company is entitled to rely on such representations, as follows: that the Consultant is acquiring the Shares with no intention of reselling any state securities law of them in any distribution within the meaning of the Act; that he is acquiring the Shares for his own account and that no one else has any beneficial ownership in the Shares; and that he does not intend to and will not resell the Shares except in compliance with the Act and subject to the terms and conditions set forth in section 5 hereof. In addition, the Consultant understands and agrees that (i) the Shares are “"restricted securities”, as that term is defined in " within the meaning of Rule 144 promulgated by under the SEC, and Act; (ii) the Shares must be held indefinitely, unless they are subsequently registered under the Act or an exemption from such registration is available, and the Company has received an opinion of counsel to such effect, (iii) in any event, the exemption from registration under Rule 144 will not be available for at least one year and even then will not be available unless a public market then exists for the Common Stock of the Company, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with. E. (b) The Consultant consents is relying solely on his tax advisors with respect to the placement tax consequences of this investment and the transactions contemplated hereunder and not on any statements or representations of the Company or any of its agents or representatives. The Consultant understands that the equity compensation he receives under this Agreement may be considered taxable income for Federal or state income tax purposes and that the Company may treat such equity compensation as a legend restricting future transfer on compensation charge against its earnings. The Consultant understands that the certificates representing Consultant, and not the shares of common stock to be issued hereunderCompany, which legend shall be in responsible for the following, Consultant's own tax liability that may arise as a result of this investment or similar, form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE TRANSFERRED WITHOUT REGISTRATION EXCEPT IN TRANSACTIONS EXEMPT FROM SUCH REGISTRATIONthe transactions contemplated hereunder.”

Representations of Consultant. Consultant The CONSULTANT represents and ----------------------------- warrants to the Company thatas follows: A. Consultant (a) CONSULTANT is an accredited investor within the meaning of Regulation D promulgated under the Securities Act of 1933 (the "SECURITIES ACT"); (b) CONSULTANT has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Client and has the capacity to protect its own interest in connection with the acquisition of the common stock; (c) CONSULTANT has the financial ability to bear the economic risk of its investment, has adequate means for providing for its current needs and foreseeable contingencies, has no legal disability with respect need now, and anticipates no need in the foreseeable future, to sell the execution common stock, is able to hold the common stock for an indefinite period of time and performance can afford a complete loss of the common stock (and that its overall commitment to investments, including this Agreement. B. The performance by Consultant under one, which are not readily marketable is not disproportionate to its net worth, and that this Agreement investment will not violate any applicable court decree, law or regulation, nor will it violate any provisions of any contractual obligation by which Consultant may be bound.cause its commitment to become excessive); C. Consultant represents and warrants that it has had (d) CONSULTANT is acquiring the opportunity to review the information with respect to the Company attached hereto as Exhibit “A” and made a part hereof, and to ask questions of, and receive answers from, the principals of the Company regarding the disclosures contained in Exhibit “A”. Further, Consultant understands and acknowledges that the Company is a development-stage company and may never earn a profit. D. Consultant represents and warrants to the Company that the shares of common stock being acquired pursuant to this Agreement are being acquired for its it's own account and account, for investment purposes only, and not with a view to the public or for sale in connection with any resale or distribution of such shares and further acknowledges that the shares being issued have not been registered under securities in violation of the Securities Act and no other person will have any direct or any state indirect beneficial interest in or right to the common stock. (e) CONSULTANT will provide bona fide services to the CLIENT and the services are not in connection with the offer or sale of CLIENT securities law and are “restricted securities”, as that term is defined in Rule 144 promulgated by the SECa capital-raising transaction, and must be held indefinitely, unless they are subsequently registered do not directly or an exemption from such registration is availableindirectly promote or maintain a market for the CLIENT's securities. E. Consultant consents to the placement of a legend restricting future transfer on the certificates representing the shares of common stock (f) CONSULTANT will not draft or release, or otherwise provide information to be issued hereunderused in, any publication or press release concerning the CLIENT without the CLIENT's express written permission. (g) CONSULTANT has the full power and legal ability to enter into the transactions contemplated by this Agreement and is not the subject of any claim or action or a party to any agreement which legend shall be in the followingwould impair or prohibit its ability, or similarrequire the consent of any other person to complete its commitments under this Agreement. This Agreement has been duly and validly authorized, form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933executed and delivered by CONSULTANT and is the valid and binding obligation of CONSULTANT, AS AMENDED. THE SECURITIES MAY NOT BE TRANSFERRED WITHOUT REGISTRATION EXCEPT IN TRANSACTIONS EXEMPT FROM SUCH REGISTRATIONenforceable against CONSULTANT in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or affecting creditors rights generally and by general equitable principles.”

Representations of Consultant. Consultant represents and warrants to the Company that: A. Consultant is under no legal disability with respect to the execution and performance of this Agreement. B. The performance by Consultant under this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of any contractual obligation by which Consultant may be bound. C. Consultant represents and warrants that it he has had the opportunity to review the information with respect to the Company attached hereto as Exhibit “A” and made a part hereof, and to ask questions of, and receive answers from, the principals of the Company regarding the disclosures contained in Exhibit “A”. Further, Consultant understands and acknowledges that the Company is a development-stage company and may never earn a profit. D. Consultant represents and warrants to the Company that the shares of common stock being acquired pursuant to this Agreement are being acquired for its his own account and for investment and not with a view to the public resale or distribution of such shares and further acknowledges that the shares being issued have not been registered under the Securities Act or any state securities law and are “restricted securities”, as that term is defined in Rule 144 promulgated by the SEC, and must be held indefinitely, unless they are subsequently registered or an exemption from such registration is available. E. Consultant consents to the placement of a legend restricting future transfer on the certificates representing the shares of common stock to be issued hereunder, which legend shall be in the following, or similar, form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE TRANSFERRED WITHOUT REGISTRATION EXCEPT IN TRANSACTIONS EXEMPT FROM SUCH REGISTRATION.”