Issuer hereby represents and warrants to Dealer on the date hereof and on and as of the Initial Share Delivery Date that:

Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and

Employee Acknowledgments, Representations, and Warranties. For purposes of [Article IV], Employee warrants, acknowledges, and agrees that # the Company has expended substantial resources in the development of near permanent relationships with its customers and that Employee would not have contact with those customers but for Employee’s employment at the Company, # the Company has a protectable interest in its customers and other Confidential Information, # the post-employment restrictions contained in this Agreement are necessary to protect the Company, they are reasonable and narrowly tailored, and they do not restrict Employee’s ability to obtain employment or earn a living following Employee’s employment with the Company, # Employee willing, voluntarily, and knowingly is entering into this Agreement subject to the reasonable, post-employment restrictions contained in this Agreement, # entering into this Agreement does not constitute a breach of any contract or legal obligation with or to any third party, and # Employee has disclosed to the Company any existing restrictions or other legal restrictions that may impact Employee’s ability to provide services to the Company.

Licensee warrants that it has independently determined the merchantability and fitness of the software for its particular purpose, prior to the purchase of the System from Licensor. Licensee further warrants that the specifications furnished by Licensee to Licensor for incorporation into the System are delivered free of the rightful claim of any third person or entity by way of infringement or the like, and Licensee expressly agrees to indemnify and hold harmless Licensor to the extent any such claim that arises out of Licensors compliance with the specifications.

By this exercise, I agree # to provide such additional documents as you may require pursuant to the terms of the Plan, # to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and # if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option.

Representations and Warranties of Borrower. The Borrower hereby makes the following representations and warranties to Lender:

Acknowledgments. You and the Company agree that it is our mutual intent to enter into a valid and enforceable agreement. You and the Company acknowledge the reasonableness of the Restrictive Covenants, including the reasonableness of the geographic area, duration as to time and scope of activity restrained. You further acknowledge that your skills are such that you can be gainfully employed in noncompetitive employment and that the agreement not to compete will not prevent you from earning a living. You acknowledge that the remedies set forth in this Agreement are not the exclusive remedies and the Company may avail itself of other remedies at law or in equity in the event you breach any of the Restrictive Covenants.

Acknowledgments. I acknowledge that:

Acknowledgments. You recognize and acknowledge that # the Company manufactures, designs, sells and markets its products and technologies in global markets, # the Company’s success depends to a significant degree on the skills of its employees and their knowledge of the Company’s customers and suppliers, many of which operate on a global basis, and # much of the information that the Company maintains regarding its products, employees, customers and suppliers is Confidential Information.

Acknowledgments. Employee acknowledges that Employee would not otherwise be entitled to consideration in the full amount set forth above were it not for Employee’s covenants, promises, and releases set forth hereunder. Except as otherwise provided in this Agreement, Employee further acknowledges and agrees that upon receiving the severance payment described above, Employee will have received all wages and other compensation or remuneration of any kind due or owed from Employer, including but not limited to all wages, overtime, or other wage premiums, bonuses, advances, vacation pay, severance pay, and any other incentive-based compensation or benefits to which Employee was or may become entitled or eligible. Finally, Employee acknowledges that Employer has provided Employee with all notices, leaves and benefits to which he may have been entitled to under the Family and Medical Leave Act, the Americans with Disabilities Act, the Uniformed Services Employment and Reemployment Right Act, and/or any and all state statutes regarding employee leave (including but not limited to those regarding medical leave, family leave, military leave, civic leave, etc.).