Representation. You represent and warrant that your execution and delivery of this Agreement and your performing the contemplated services does not and will not conflict with or result in any breach or default under any agreement, contract or arrangement which you are a party to or violate any other legal restriction, nor will any member of the [[Parent:Organization]] Group knowingly request or require you to take any action that would violate any prior agreement, contract or arrangement of which the Company has been made aware on or prior to the date of this Agreement.

Representation. The Executive represents and warrants to the Company, and the Executive acknowledges that the Company has relied on such representations and warranties in offering to employ the Executive, that neither the Executive’s duties as an employee of the Company nor his performance of this Agreement will breach any other agreement to which the Executive is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by the Executive prior to his employment by the Company. In addition, the Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing the Executive that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that the Executive is in breach or has breached any of the representations set forth herein, the Company shall have the right to terminate the Executive’s employment for Cause.

#[[Organization B:Organization]] acknowledges that [[Organization B:Organization]] understands the risks associated with the Study and the services provided under this Agreement. Medical device and drug development programs often fail to demonstrate safety and/or effectiveness in clinical studies, fail to receive FDA approval, IRB/EC approval or may not be commercialized due to many reasons beyond the control of Applied Biology. [[Organization B:Organization]] hereby waives all claims, and releases and holds harmless Applied Biology, it officers, directors, employees, and contractors from any damages and liabilities should the Study or any services associated with this Agreement fail to or receive an FDA or any other regulatory approval.

Representation. The Company represents that it # has been represented in connection with the negotiation and preparation of this Agreement by counsel the Company’s choosing. YourSpace and the Shareholders have chosen not to be represented by counsel after careful deliberation and with knowledge of the risks thereto. Each party has authority to enter into and sign the Agreement; and enters into and signs the same by its own free will.

Representation. Tenant acknowledges that it has been represented, or has had sufficient opportunity to obtain representation of counsel with respect to this Amendment. Tenant represents to Landlord that Tenant has read and understood the terms hereof and the consequences of executing this Amendment and that, except as expressly set forth herein, no representations have been made to Tenant to induce the execution of this Amendment. Tenant further waives any right it may have to require the provisions of this Amendment to be construed against the party who drafted it.

Employee Representation. You hereby represent to the Company that the execution and delivery of this Letter Agreement by you and the Company and the performance by you of your duties hereunder shall not constitute a breach of, or otherwise contravene, or be prevented, interfered with or hindered by, the terms of any employment agreement or other agreement or policy to which you are a party or otherwise bound, and further that you are not subject to any limitation on your activities on behalf of the Company as a result of agreements into which you have entered except for obligations of confidentiality with former employers. To the extent this representation and warranty is not true and accurate, it shall be treated as a Cause event and the Company may terminate you for Cause or not permit you to commence employment.

Attorney Representation. All parties hereto acknowledge that they have each been represented by independent counsel of their own choice throughout all of the negotiations which preceded and resulted in the execution of this Agreement.

Representation Certificate. The Agent shall have received the certificate required to be delivered pursuant to [Section 7(1)] on or before the date on which delivery of such certificate is required pursuant to [Section 7(1)].

Investment Representation. The Holder hereby represents and covenants that # any share of Stock acquired pursuant to this Award shall be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; # any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and # if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation is true and correct as of the date of any sale of any such share. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Legal Representation. THE HEALTHTECH PARTIES AND THE LENDER HEREBY REPRESENT AND WARRANT THAT THE HEALTHTECH PARTIES AND THE LENDER HAVE HAD AN OPPORTUNITY TO CONSULT INDEPENDENT LEGAL COUNSEL AND/OR HAVE BEEN REPRESENTED BY COUNSEL OF THE PARTIES’ OWN CHOOSING IN THE PREPARATION AND ANALYSIS OF THIS AGREEMENT. THE PARTIES HAVE READ THIS AGREEMENT WITH CARE AND BELIEVES THAT EACH OF THE PARTIES ARE FULLY AWARE OF AND UNDERSTAND THE CONTENTS OF THIS AGREEMENT AND ITS LEGAL EFFECT.