Common use of Representations and Warranties of the Parties Clause in Contracts

Representations and Warranties of the Parties. The Purchaser and the Seller each represents and warrants as to itself as follows: (a) Each of the Seller and the Purchaser has been duly organized and is validly existing and in good standing under the laws of the state of its organization, with full power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business. (b) The sale of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).

Representations and Warranties of the Parties. The Purchaser and the Seller each represents and warrants as to itself as follows: (a) Each of the Seller and the Purchaser has been duly organized and is validly existing and in good standing under the laws of the state of its organization, with full power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business. (b) The sale of Contracts and related Receivables Trust Certificate pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables Trust Certificate or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).

Representations and Warranties of the Parties. The Purchaser and Each of the Seller each Parties hereby represents and warrants as to itself each of the other Parties as follows: (a) Each of Such Party, to the Seller and the Purchaser has been extent applicable, is duly organized and is or incorporated, validly existing and in good standing under the laws of the state jurisdiction of its organization, with full organization or incorporation and has all requisite organizational power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser it is duly qualified to do business now being conducted and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure proposed to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s businessbe conducted. (b) Such Party has the full organizational power, authority and legal right to execute, deliver and perform this Investor Rights Agreement. The sale of Contracts execution, delivery and related Receivables pursuant to this Agreement, the performance of its obligations under this Investor Rights Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with necessary organizational action, corporate or result in a breach otherwise, of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) Party. This Investor Rights Agreement has been duly executed and delivered by the Seller and the Purchaser such Party and constitutes a its, his or her legal, valid and legally binding obligation of the Seller and the Purchaser, respectivelyobligation, enforceable against the Seller and the Purchaserit, respectively, him or her in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvencyinsolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Party of this Investor Rights Agreement, reorganizationthe performance by such Party of its, receivershiphis or her obligations hereunder by such Party does not and will not violate (i) in the case of Parties who are not individuals, conservatorship any provision of its by-laws, charter, articles of association, partnership agreement or other lawssimilar organizational document, regulations and administrative orders affecting the rights (ii) any provision of creditors generally and any material agreement to which it, he or she is a Party or by which it, he or she is bound or (biii) general principles of equity (regardless of whether such enforceability any law, rule, regulation, judgment, order or decree to which it, he or she is considered in a proceeding in equity or law)subject. (d) Such Party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Party’s ability to enter into this Investor Rights Agreement or to perform its, his or her obligations hereunder. (e) There is no pending orlegal action, to its knowledge after due inquiry, threatened action suit or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to would materially and adversely affect its condition (financial the ability of such Party to enter into this Investor Rights Agreement or otherwise)to perform its, operations, properties his or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)her obligations hereunder.

Representations and Warranties of the Parties. The Purchaser and Each of the Seller each Parties hereby represents and warrants as to itself each of the other Parties as follows: (a) Each of Such Party, to the Seller and the Purchaser has been extent applicable, is duly organized and is or incorporated, validly existing and in good standing under the laws Laws of the state jurisdiction of its organization, with full organization or incorporation and has all requisite organizational power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser it is duly qualified to do business now being conducted and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure proposed to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s businessbe conducted. (b) Such Party has the full organizational power, authority and legal right to execute, deliver and perform this Investor Rights Agreement. The sale of Contracts execution, delivery and related Receivables pursuant to this Agreement, the performance of its obligations under this Investor Rights Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with necessary organizational action, corporate or result in a breach otherwise, of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) Party. This Investor Rights Agreement has been duly executed and delivered by the Seller and the Purchaser such Party and constitutes a its, his or her legal, valid and legally binding obligation of the Seller and the Purchaser, respectivelyobligation, enforceable against the Seller and the Purchaserit, respectively, him or her in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvencyinsolvency and similar Laws affecting creditors’ rights generally. (c) The execution and delivery by such Party of this Investor Rights Agreement, reorganizationthe performance by such Party of its, receivershiphis or her obligations hereunder by such Party does not and will not violate (i) in the case of Parties who are not individuals, conservatorship any provision of its by-laws, charter, articles of association, partnership agreement or other lawssimilar organizational document, regulations and administrative orders affecting the rights (ii) any provision of creditors generally and any material agreement to which it, he or she is a Party or by which it, he or she is bound or (biii) general principles of equity (regardless of whether such enforceability any Law, rule, regulation, judgment, order or decree to which it, he or she is considered in a proceeding in equity or law)subject. (d) Such Party is not currently in violation of any Law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Party’s ability to enter into this Investor Rights Agreement or to perform its, his or her obligations hereunder. (e) There is no pending orlegal action, to its knowledge after due inquiry, threatened action suit or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to would materially and adversely affect its condition (financial the ability of such Party to enter into this Investor Rights Agreement or otherwise)to perform its, operations, properties his or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)her obligations hereunder.

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party represents and warrants as to itself the other as follows: (a) Each of the Seller it is a corporation duly incorporated and the Purchaser has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuance, as the state of its organizationcase may be, with full power and has all necessary corporate power, authority and capacity to own its properties property and assets and to conduct carry on its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.; (b) The sale the execution, delivery and performance of Contracts this Agreement do not, and related Receivables pursuant the fulfillment and compliance with the terms and conditions hereof by it (to this Agreementthe extent required herein) and the consummation of the transactions contemplated hereby will not, conflict with any of, or require the consent or waiver of rights of any Person under, its constating documents or by-laws, nor to the best of its knowledge do or will any of the foregoing: (i) violate any provision of or require any consent, authorization or approval under any Applicable Law; (ii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval which has not been obtained under any agreement or instrument to which it is a party or by which it is bound or to which any of its property is subject; or (iii) result in the creation of any Encumbrance upon its interest in the Property, in the case of the Optionor; (c) it has all necessary power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and the execution and delivery of this Agreement and the consummation of the transactions herein contemplated in this Agreement have been duly authorized by all requisite necessary corporate action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on its part; (other than pursuant to d) this Agreement or the other Transaction Documents) upon any constitutes a valid and binding obligation of its property or assets or upon that of the Seller or the Purchaserit, pursuant to enforceable against it in accordance with the terms of any indenturethis Agreement, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any orderhowever, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the Seller or extent that equitable remedies such as specific performance and injunction are in the Purchaser for the sale discretion of the Contracts and related Receivables court from which they are sought; and (e) it has not incurred any liability, contingent or the consummation otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated herein. No investigations made by this Agreement. (c) This Agreement has been duly executed and delivered or on behalf of a Party at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, other Party in accordance with its terms, except that the enforceability thereof may be subject or pursuant to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None No waiver by a Party of the transactions contemplated hereby is any condition or is threatened to be restrained other provision, in whole or enjoined (temporarilyin part, preliminarily shall constitute a waiver of any other condition or permanently)provision.

Representations and Warranties of the Parties. The Purchaser and Each of the Seller each Parties hereby represents and warrants as to itself each of the other Parties as follows: (a) Each of Such Party, to the Seller and the Purchaser has been extent applicable, is duly organized and is or incorporated, validly existing and in good standing under the laws of the state jurisdiction of its organization, with full organization or incorporation and has all requisite power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser it is duly qualified to do business now being conducted and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure proposed to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s businessbe conducted. (b) Such Party has the full power, authority and legal right to execute, deliver and perform this A&R Registration Rights Agreement. The sale of Contracts execution, delivery and related Receivables pursuant to this Agreement, the performance of its obligations under this A&R Registration Rights Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with necessary action, corporate or result in a breach otherwise, of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) Party. This A&R Registration Rights Agreement has been duly executed and delivered by the Seller and the Purchaser such Party and constitutes a their legal, valid and legally binding obligation of the Seller and the Purchaser, respectivelyobligation, enforceable against the Seller and the Purchaserit, respectively, him or her in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvencyinsolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Party of this A&R Registration Rights Agreement, reorganizationthe performance by such Party of their obligations hereunder by such Party does not and will not violate (i) in the case of Parties who are not individuals, receivershipany provision of its by-laws, conservatorship charter, articles of association, partnership agreement or other lawssimilar organizational document, regulations and administrative orders affecting the rights (ii) any provision of creditors generally and any material agreement to which it, he or she is a Party or by which it, he or she is bound or (biii) general principles of equity (regardless of whether such enforceability any law, rule, regulation, judgment, order or decree to which it, he or she is considered in a proceeding in equity or law)subject. (d) Such Party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Party’s ability to enter into this A&R Registration Rights Agreement or to perform their obligations hereunder. (e) There is no pending orlegal action, to its knowledge after due inquiry, threatened action suit or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to would materially and adversely affect its condition (financial the ability of such Party to enter into this A&R Registration Rights Agreement or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)perform their obligations hereunder.

Representations and Warranties of the Parties. The Purchaser and As of the Seller Effective Date, each Party represents and warrants as to itself as follows: the other Party that: (a) Each of such Party has the Seller and the Purchaser has been duly organized and is validly existing and in good standing under the laws of the state of its organization, with full power and authority to own its properties execute, deliver and perform this Agreement and to conduct its business as presently conducted. Each of carry out the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements)transactions contemplated hereby, and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business. (b) The sale the execution and delivery of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement by such Party and the consummation carrying out by such Party of the transactions herein contemplated hereby have been duly authorized by all requisite action corporate (or, if applicable, partnership or limited liability company) action, and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser such Party and constitutes a the legal, valid and legally binding obligation of the Seller and the Purchaser, respectivelysuch Party, enforceable against the Seller and the Purchaser, respectively, it in accordance with its termsthe terms hereof, except that the subject, as to enforceability thereof may be subject of remedies, to (a) the effects of any applicable limitations imposed by bankruptcy, insolvency, reorganization, receivership, conservatorship moratorium or other laws, regulations and administrative orders similar Laws relating to or affecting the enforcement of creditors’ rights of creditors generally and (b) to general principles of equity equity, (regardless c) no authorization, consent, approval or order of, notice to or registration, qualification, declaration or filing with, any governmental authority, is required for the execution and delivery by such Party of whether this Agreement or the carrying out by such enforceability is considered in a proceeding in equity or law). Party of the transactions contemplated hereby, and (d) There is no pending ornone of the execution, to its knowledge after due inquirydelivery and performance by such Party of this Agreement, threatened action the compliance with the terms and provisions hereof, and the carrying out of the transactions contemplated hereby, conflicts or proceeding affecting will conflict with or result in a breach or violation of any of the terms, conditions, or provisions of any Law, governmental rule or regulation or the charter documents (or partnership or limited liability company operating agreement, if applicable), as amended through the Effective Date or by-laws, as amended through the Effective Date, of such Party or any applicable order, writ, injunction judgment or decree of any court or governmental authority against such Party or by which it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospectsis bound, or that purports any loan agreement, indenture, mortgage, bond, note, resolution, contract or other agreement or instrument to affect which such Party is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or will result in the legality, validity or enforceability imposition of this Agreementany lien upon any of its properties. None of WCC owns and controls WCC’s Site and the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)▇▇▇▇▇▇ Facility.

Representations and Warranties of the Parties. The Purchaser Each of the MSD Stockholders and the Seller each SLP Stockholders hereby represents and warrants, severally and not jointly, to the Company, and the Company hereby represents and warrants to the MSD Stockholders and the SLP Stockholders, in each case, as of the date hereof (and in respect of any Stockholder who becomes a party to itself this Agreement after the date hereof, such Stockholder hereby represents and warrants to the Company on the date of its, his or her execution of this Agreement) as follows: (a) Each of Such party, to the Seller and the Purchaser has been extent applicable, is duly organized and is or incorporated, validly existing and in good standing under the laws of the state jurisdiction of its organization, with full organization or incorporation and has all requisite power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser it is duly qualified to do business now being conducted and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure proposed to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s businessbe conducted. (b) The sale of Contracts Such party has the full power, authority and related Receivables pursuant legal right to execute, deliver and perform this Agreement. The execution, the delivery and performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with necessary action, corporate or result in a breach otherwise, of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) party. This Agreement has been duly executed and delivered by the Seller and the Purchaser such party and constitutes a its, his or her legal, valid and legally binding obligation of the Seller and the Purchaser, respectivelyobligation, enforceable against the Seller and the Purchaserit, respectively, him or her in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvencyinsolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such party of this Agreement, reorganizationthe performance by such party of its, receivershiphis or her obligations hereunder by such party does not and will not violate (i) in the case of parties who are not individuals, conservatorship any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or other lawsshe is a party or by which it, regulations and administrative orders affecting the rights of creditors generally and he or she is bound or (biii) general principles of equity (regardless of whether such enforceability any law, rule, regulation, judgment, order or decree to which it, he or she is considered in a proceeding in equity or law)subject. (d) Such party is not as of such date in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (e) There is no pending orlegal action, to its knowledge after due inquiry, threatened action suit or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to would materially and adversely affect its condition the ability of such party to enter into this Agreement or to perform its, his or her obligations hereunder. (financial f) If such Stockholder is an individual and married, he or otherwiseshe has delivered to the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex A (a “Spousal Consent”). (g) Such Stockholder has not granted and is not a party to any proxy, operations, properties voting trust or prospects, or other similar agreement in effect as of the date hereof that purports to affect violates the legality, validity or enforceability provisions of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).

Representations and Warranties of the Parties. The Purchaser and the Seller each represents and warrants as to itself as follows: (a) Each of the Seller representations and warranties (together with any related disclosure schedules thereto) made by the Company to the Qualified Investors in the Securities Purchase Agreement (or similar document) to be entered into between the Company and each Qualified Investor (the “Securities Purchase Agreement”), is hereby incorporated herein by reference (as though fully restated herein) and is, as of the date of this Agreement, hereby made to, and in favor of, the Placement Agent. The Company further represents and warrants to the Placement Agent that: (i) The execution and delivery of this Agreement, the observance and performance hereof and the Purchaser has been payment of the Cash Fee and issuance of PA Warrants will not result in any breach of, or default under, any instrument by which the Company is bound, or violate any law or order directed to the Company of any court or any federal or state regulatory body or administrative agency having jurisdiction over the Company or over its property. (ii) The Company is duly incorporated or organized and in good standing in DE, and is in authorized to conduct business in each state in which it is required to be to conduct its business. (iii) Neither the Company nor any affiliated company, any director, officer, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power meets any of the disqualification provisions set forth in Rule 506(d) of Reg D. (iv) The Company is not a party to any agreement which would preclude it from entering into this Agreement or paying the Cash Fee or PA Warrants with respect to the sale of Securities in the Offering to any investor. (b) The Placement Agent represents and warrants to the Company that: (i) The Placement Agent is a limited liability company duly organized, validly existing and in good standing under the laws of the state State of its organization, with full Delaware and it has all requisite power and authority to own its properties enter into this Agreement and to conduct carry out its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s businessobligations hereunder. (b) The sale of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (cii) This Agreement has been duly authorized, executed and delivered by the Seller Placement Agent and the Purchaser on its behalf and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, Placement Agent in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (diii) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially The execution and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability delivery of this Agreement. None , the observance and performance hereof and the consummation of the transactions contemplated hereby and by the Offering Materials do not and will not result in any breach of, or default under, any instrument or agreement by which the Placement Agent is bound or violate any law or order directed to the Placement Agent of any court or any federal or state regulatory body or administrative agency having jurisdiction over the Placement Agent or over its property. (iv) The Placement Agent is threatened duly registered as a broker-dealer with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act, and no proceeding has been initiated to revoke such registration; the Placement Agent is a member in good standing of FINRA; the Placement Agent is duly registered as a broker-dealer under the applicable statutes, if any, in each state in which the Placement Agent proposes to offer or sell the Securities where such registration is required; the Placement Agent shall be responsible for payment of compensation owed to any Sub-Agent, if any, which Sub-Agent, if any, must be a member in good standing of FINRA and registered in each state where investors identified by such Sub-Agent reside. (v) The Placement Agent has, in all material respects, complied and will comply with all broker-dealer requirements applicable to this transaction; the Placement Agent is not in violation of any order of any court or regulatory authority applicable to it with respect to the sale of the Securities. (vi) The Placement Agent has not taken, and will not take, any action, directly or indirectly, that may cause the Offering to fail to be restrained entitled to exemption from applicable state securities or enjoined “blue sky” laws. (temporarilyvii) Neither the Placement Agent nor any of its representatives is authorized to make any representation on behalf of the Company other than those contained in the Offering Materials or any additional information expressly provided by the Company to the Placement Agent for dissemination to potential investors, preliminarily nor is the Placement Agent or permanently)any of its representatives authorized to act as the agent or representative of the Company in any capacity, except as expressly set forth herein. (viii) Neither the Placement Agent nor any of its affiliated entities, directors or officers meets any of the disqualification provisions set forth in Rule 506(d) of Reg D.

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party hereby severally represents and warrants to the other Parties, as to itself of the Reorganization Effective Time, as follows: (a) Each of the Seller and the Purchaser has been if such Party is an entity, such Party is duly organized and is organized, validly existing and in good standing under the laws of the state jurisdiction of its organizationincorporation or formation; b) if such Party is an entity, with such Party has full corporate or limited liability company (as applicable) power and authority to own execute and deliver this Agreement and each of the agreements attached hereto to which it is a party, to perform its properties obligations hereunder and thereunder and to conduct its business as presently conductedconsummate the transactions contemplated hereby and thereby. Each If such Party is an entity, the execution, delivery and performance by such Party of this Agreement and each of the Seller each of the agreements attached hereto to which it is a party, and the Purchaser is consummation by such Party of the transactions contemplated hereby and thereby, have been duly qualified to do business and is in good standing validly authorized by all necessary corporate or limited liability company (as a foreign entity (or is exempt from such requirements)applicable) action; c) this Agreement has been, and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or agreements attached hereto to which such Party is a party have been, duly executed and delivered by such Party and, assuming due execution and delivery by each of the Purchaser’s business.other parties hereto and thereto, this Agreement constitutes, and each of the agreements attached hereto to which such Party is a party constitute, the legal, valid and binding obligations of such Party, enforceable against such Party in accordance with their respective terms; (bd) The sale the execution, delivery and performance by such Party of Contracts and related Receivables pursuant to this Agreement, and each of the performance of its obligations under this Agreement agreements attached hereto to which such Party is a party, and the consummation of the transactions herein contemplated have been duly authorized by all requisite action hereby and thereby, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of such Party, (ii) conflict with or violate any law applicable to such Party or by which any property or asset of such Party is bound or affected, or (iii) result in a any breach of any of the terms or provisions of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any person or entity pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any person or entity or otherwise adversely affect any rights of such Party under, or result in the creation or imposition of any lienencumbrance on any property, charge asset or encumbrance (other than right of such Party pursuant to this Agreement or the other Transaction Documents) upon to, any of its property or assets or upon that of the Seller or the Purchasernote, pursuant to the terms of any indenturebond, mortgage, deed of trustindenture, loan agreement agreement, lease, license, permit, franchise, instrument, obligation or other agreement or instrument contract to which it, the Seller or the Purchaser such Party is a party or by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser Party or any of its their respective properties, assets or rights are bound or affected; and no consentand e) such Party is not required to file, seek or obtain any notice, authorization, approval, authorization, order, registration permit or qualification consent of or with any governmental entity or authority in connection with the execution, delivery and performance by such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale Party of this Agreement and each of the Contracts and related Receivables agreements attached hereto to which such Party is a party or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its termshereby or thereby, except that the enforceability thereof for such filings as may be subject to (a) the effects of required by any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship federal or other state securities or “blue sky” laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).

Representations and Warranties of the Parties. The Purchaser and the Seller each represents and warrants as to itself on the Closing Date and on each subsequent Purchase Date as follows: (a) Each of the Seller and the Purchaser has been (i) is a corporation, in the case of the Seller, or limited liability company, in the case of the Purchaser, duly organized and is organized, validly existing and in good standing under the laws Laws of the state or jurisdiction of its organization, with full (ii) has all requisite power and authority to own its properties and to conduct its business as now conducted and as presently conducted. Each of contemplated and to execute and deliver each Transaction Document to which it is a party and to consummate the Seller transactions contemplated thereby and the Purchaser (iii) is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business. (b) The purchase and sale of Contracts and related Receivables Related Rights pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance Lien (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaserassets, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser it is a party by which it, the Seller or the Purchaser it is bound or to which any property or assets of it, the Seller or the Purchaser it is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation Law of any federal or state court or governmental agency or body Governmental Authority having jurisdiction over it, the Seller or the Purchaser it or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body Governmental Authority is required to be obtained by or with respect to the Seller or the Purchaser it for the purchase and sale of the Contracts and related Receivables Related Rights or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser it and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectivelyit, enforceable against the Seller and the Purchaser, respectively, it in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders Laws affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitratorGovernmental Authority, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently). (e) Neither it nor any of its ERISA Affiliates contributes to, sponsors, maintains or has an obligation to contribute to or maintain any Pension Plan and has not at any time prior to the date hereof established, sponsored, maintained, been a party to, contributed to, or been obligated to contribute to any Pension Plan. Except as required by Section 4980B of the Internal Revenue Code, neither it nor any of its ERISA Affiliates maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of such party or any of its ERISA Affiliates or coverage after a participant’s termination of employment.

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party represents and warrants as to itself as followsand in favor of the other Party, that: (a) Each of the Seller and the Purchaser has been it is a corporation duly organized and is organized, validly existing and in good standing under the laws of the its state of incorporation; and is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its organization, with full properties or the nature of its activities makes such qualification necessary; (b) it has all requisite power and authority to own its properties or hold under lease or easement and operate the property it purports to own or hold under lease or easement and to conduct carry on its business as presently conducted. Each of the Seller now being conducted and the Purchaser is duly qualified as proposed to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.be conducted under this Agreement; (bc) The sale of Contracts it has the requisite power and related Receivables pursuant authority to execute, deliver and perform its obligations under this Agreement; (d) it has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof or performance of its obligations under this Agreement and the consummation hereunder (i) does or will contravene any of the transactions herein contemplated have been duly authorized by all requisite action and its organizational documents or, in any material respect, any law, statute or other legal requirement applicable to or binding upon it or its properties; (ii) does or will not conflict with contravene or result in a any material breach of any of the terms or provisions of, or constitute a any material default under, or result in the creation or imposition of under any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser it is a party or by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser it or any of its their respective propertiesproperties may be bound or affected; and no consent, approval, authorization, order, registration or qualification (iii) does or will require the consent or approval of any person or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement.entity that has not already been obtained; (ce) This this Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a is its legal, valid and legally binding obligation of the Seller and the Purchaser, respectivelyobligation, enforceable against the Seller and the Purchaser, respectively, it in accordance with its terms, except to the extent that the enforceability thereof may be subject to (a) the effects of any limited by applicable bankruptcy, insolvency, reorganizationmoratorium, receivership, conservatorship reorganization or other laws, regulations and administrative orders similar laws affecting the enforcement of creditors' rights of creditors generally and (b) subject to general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).; (df) There there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to its knowledge after due inquiryknowledge, threatened action against or proceeding affecting it or any of contesting or affecting its Subsidiaries before any courtexecution, governmental agency delivery or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospectsperformance, or that purports to affect the legality, validity or enforceability enforceability, of this Agreement; and (g) it will be able to deliver and sell, or receive and buy, as applicable, Seller's Gas in the quantities and for the prices specified in this Agreement. None Each Party (the "Warranting Party") shall release, indemnify and defend the other Party against any and all damages, claims, actions, expenses, penalties and liabilities, including attorney's fees, arising from the Warranting Party's breach of any of the transactions contemplated hereby is foregoing warranties, or is threatened to be restrained any other representations or enjoined (temporarily, preliminarily or permanently)warranties made by the Warranting Party under this Agreement.

Representations and Warranties of the Parties. The Purchaser and the Seller each represents and warrants as to itself on the Closing Date and on each subsequent Purchase Date as follows: (a) Each of the Seller and the Purchaser has been (i) is a corporation, in the case of the Seller, or limited liability company, in the case of the Purchaser, duly organized and is organized, validly existing and in good standing under the laws Laws of the state or jurisdiction of its organization, with full (ii) has all requisite power and authority to own its properties and to conduct its business as now conducted and as presently conducted. Each of contemplated and to execute and deliver each Transaction Document to which it is a party and to consummate the Seller transactions contemplated thereby and the Purchaser (iii) is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business. (b) The purchase and sale of Contracts and related Receivables Related Rights pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance Lien (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaserassets, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser it is a party by which it, the Seller or the Purchaser it is bound or to which any property or assets of it, the Seller or the Purchaser it is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation Table of Contents Law of any federal or state court or governmental agency or body Governmental Authority having jurisdiction over it, the Seller or the Purchaser it or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body Governmental Authority is required to be obtained by or with respect to the Seller or the Purchaser it for the purchase and sale of the Contracts and related Receivables Related Rights or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser it and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectivelyit, enforceable against the Seller and the Purchaser, respectively, it in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders Laws affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitratorGovernmental Authority, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently). (e) Neither it nor any of its ERISA Affiliates contributes to, sponsors, maintains or has an obligation to contribute to or maintain any Pension Plan and has not at any time prior to the date hereof established, sponsored, maintained, been a party to, contributed to, or been obligated to contribute to any Pension Plan. Except as required by Section 4980B of the Internal Revenue Code, neither it nor any of its ERISA Affiliates maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of such party or any of its ERISA Affiliates or coverage after a participant’s termination of employment.

Representations and Warranties of the Parties. The Purchaser and the Seller each represents and warrants as to itself as follows: (a) Each of the Seller and the Purchaser has been duly organized and is validly existing and in good standing under the laws of the state of its organization, with full power and authority to own its properties and to conduct its business as presently conducted1. Each of the Seller Parties makes the following representations and warranties to the Purchaser other Party to this Agreement. (1) The party is duly qualified to do business a legally established and is in good standing as a foreign entity (or is exempt from such requirements), and validly subsisting legal person who has obtained all governmental approvals, qualifications, permits, etc. required to engage in the relevant business in accordance with the relevant applicable laws, and who has the authority to enter into this Agreement and perform its obligations hereunder; the board of directors, shareholders’ meeting or other internal authority of the party has duly and validly taken all necessary measures or other actions to approve the execution, delivery and performance of this Agreement by the party; and this Agreement shall become valid, binding on the parties and enforceable in accordance with the terms of this Agreement upon its entry into force. (2) The execution, delivery, and performance of this Agreement: (i) will not conflict with, or violate the provisions of, (A) the business license, articles of incorporation, permit, approval of its incorporation by a governmental authority, agreement relating to its incorporation, or any other programmatic document of such party, (B) any PRC laws or its other provisions to which it is bound, (C) any contract or other document to which it is a party or by which it is bound or to which its assets are bound; (ii) does not result in the creation of any encumbrance or other encumbrance of rights over the assets of such party or entitle any third party to create any encumbrance or encumbrance of rights over the assets of such party; (iii) does not result in the creation of any encumbrance or encumbrance of rights over the assets of such party to which it is a party or by which it is bound or to which its assets are bound, nor result in any other third party having the right to terminate or modify the terms of such document; (iv) will not result in the suspension, revocation, impairment, forfeiture or failure to renew upon expiration of any approval, license, registration, etc., of any Governmental Authority applicable to such party. (3) There is no litigation, arbitration or other judicial or administrative proceeding that has occurred and is pending that would affect the ability of such party to perform its obligations under this Agreement, and no threat of such action is known to such party. (4) Such party has disclosed to the other party all contracts, governmental approvals, permits or other documents to which such party is a party or by which it is bound or to which its assets or operations are bound that may materially and adversely affect its ability to fully perform its obligations under this Agreement, and no misrepresentation or omission of any material fact is contained in any document previously provided by such party to the other party. (5) Such party will execute all documents and perform all actions reasonably necessary, including but not limited to issuing the necessary authorizations to the other party, to carry out the covenants of this Agreement and to achieve the purposes of this Agreement. 2. Kuke Music further assures WFOE that (1) Kuke Music shall pay WFOE for the Services in full and in a timely manner or in accordance with the arrangements set forth in Article 3 of this Agreement. (2) Kuke Music shall take reasonable action to ensure the continued validity of the licenses and approvals, in each jurisdiction in which failure to so qualify qualifications associated with the Kuke Music Business during the Term of Service; and shall actively cooperate with the services provided by WFOE and accept reasonable advice and recommendations from WFOE regarding the Kuke Music Business. (3) Kuke Music shall promptly inform WFOE of circumstances that have or to obtain such licenses and approvals would may have a material adverse effect on its business and its operations, and shall use its best efforts to prevent the conduct occurrence and/or expansion of the Seller’s or the Purchaser’s businesssuch circumstances and/or losses. (b4) The sale of Contracts Upon WFOE’s written request, Kuke Music will pledge all accounts receivable and/or all other assets then legally owned and related Receivables pursuant to this Agreement, disposable by it as security for the performance of its payment obligations under Article 3 of this Agreement, in the manner permitted by law at that time. (5) Kuke Music will indemnify and hold harmless WFOE from and against all losses that WFOE has suffered or may suffer in connection with the provision of the Services to it, including, without limitation, any losses arising from any action, recovery, arbitration, claim or administrative investigation or sanction by a governmental authority brought against Kuke Music by any third party, provided that where such losses are caused by WFOE’s willful or gross negligence, such losses are not compensable. (6) Kuke Music shall not enter into any other agreement or arrangement which conflicts with this Agreement or which may impair WFOE’s rights and interests under this Agreement without the written consent of WFOE. (7) During the Service Term, Kuke Music shall not, and shall cause its controlled subsidiaries, joint ventures to not, receive Services from any third party other than WFOE that are identical or similar to the consummation Services in Article II of this Agreement without WFOE’s prior written consent. (8) Kuke Music shall not, without the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with prior written consent of WFOE, sell, transfer, mortgage or result in a breach otherwise dispose of any of the terms or provisions of, or constitute a default under, or result legal interest in the creation or imposition of any lien, charge or encumbrance assets (other than pursuant those necessary for the ordinary conduct of business), business or income, or provide security to this Agreement any third party (other than to a subsidiary of Kuke Music), or the permit any third party to grant any other Transaction Documents) upon any of security interest in its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or interests (other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser than those necessary for the sale ordinary conduct of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or lawbusiness). (d9) There is no pending orKuke Music shall not incur any succession, to its knowledge after due inquiry, threatened action or proceeding affecting it warranty or any obligation (other than those necessary for the operation of its Subsidiaries before ordinary business) without the prior written consent of WFOE. (10) Kuke Music shall not enter into any courtmaterial contract (other than as required for the day-to-day operation of the business) without the prior written consent of WFOE. (11) Kuke Music shall not merge, governmental agency consolidate or arbitratorform a joint entity with any third party, that may reasonably acquire any third party or be expected acquired or controlled by any third party, increase or decrease its registered capital or otherwise change its shareholding structure without the prior written consent of WFOE. (12) To the extent permitted by PRC laws, Kuke Music will appoint the candidates recommended by WFOE as directors, supervisors and senior management of the Company; Kuke Music shall not refuse to materially appoint the candidates recommended by WFOE for any other reason, except with the prior written consent of WFOE or for legal reasons. (13) WFOE shall have the right to verify the accounts of Kuke Music on a regular basis and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect at any time. During the legality, validity or enforceability term of this Agreement, Kuke Music shall cooperate with WFOE and its direct or indirect shareholders in connection with the audit of connected transactions and other types of audits, due diligence, etc., and shall provide to its appointed auditors and/or other professionals information and materials relating to Kuke Music’s operations, business, customers, finances, employees, etc., and agrees that WFOE or its shareholders, in the event of a public listing or acquisition disclose such information and materials as necessary. 3. None WFOE further assures Kuke Music that it will exercise the exclusive right to purchase under the Exclusive Option Agreement to enable WFOE to directly operate the Kuke Music business or to hold a direct equity interest in Kuke Music and to terminate the Structure Agreement as soon as possible on the date on which the PRC law allows foreign investors to directly or indirectly hold equity interest in the operation of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)Kuke Music business.

Representations and Warranties of the Parties. The Each of Manufacturer and Purchaser and the Seller each hereby represents and warrants to the other that as to itself as followsof the date hereof: (a) Each of the Seller and the Purchaser has been is a corporation duly organized and is validly existing and in good standing under the laws of the state of its organizationjurisdiction in which it is incorporated, with full and has the requisite corporate power and authority to own its properties and to conduct carry on its business as presently now being conducted. Each of the Seller and the Purchaser is duly qualified as a foreign corporation to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary and where the failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s businessMaterial Adverse Effect with respect to such Party. (b) Each has the requisite corporate power and authority to enter into and perform this Agreement and to perform in accordance with the terms hereof. The sale execution and delivery of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated hereby have been duly authorized by all requisite action its board of directors and will not conflict with no further consent or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any authorization of its property board of directors or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser stockholders is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This required. The Agreement has been duly executed and delivered by the Seller and the Purchaser and it. The Agreement constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, it in accordance with its terms, except that the as such enforceability thereof may be subject to (a) the effects of any limited by applicable bankruptcy, insolvency, reorganization, receivershipmoratorium, conservatorship liquidation or other similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by equitable principles of general application. (c) Except as set forth on Schedule 9.7, the execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby do not (i) result in a violation of its Articles of Incorporation, or By-laws, regulations and administrative orders affecting the or (ii) conflict with, or constitute a default (or an event which with material notice or lapse of time or both would become a default) under, or give to others any rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability termination, amendment, acceleration or cancellation of, any material agreement, material indenture or material instrument to which it is considered a party, or result in a violation of any law, rule, regulation, order, judgment or decree applicable to it or by which any property or asset of such Party is bound or affected (except in the case of subclause (ii) above, for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). No action, suit, dispute or proceeding is pending or, to the best knowledge of such Party, threatened against such Party which, if adversely determined, would prevent such Party from carrying out its obligations under this Agreement. Each Party's business is not being conducted in equity violation of any law, ordinance or law)regulation of any Governmental Authority, except for possible violations which either singly or in the aggregate do not and will not have a Material Adverse Effect. Except as contemplated by this Agreement, it is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or Governmental Authority in order for it to execute, deliver or perform any of its obligations under the Agreement. (d) There is no pending orNeither Party shall be deemed to have made any representation or warranty to the other Party except as expressly made in Sections 2.3, 9.1 and this Section 9.7. Without limiting the generality of the foregoing, and without prejudice to its knowledge after due inquiryany express representations and warranties made to either Party in this Section 9.7, threatened action neither Party makes any representation or proceeding affecting it warranty to the other with regard to any issues related to Intellectual Property Rights, projections, estimates or budgets or other matters previously delivered to or made available to the other with respect to future revenues, expenses, expenditures or future results of operations. Nothing in this Section 9.7(d) shall limit any of its Subsidiaries before any court, governmental agency or arbitrator, remedy that may reasonably be expected available to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports a Party pursuant to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)Applicable Law.

Representations and Warranties of the Parties. The Each of Manufacturer and Purchaser and the Seller each hereby represents and warrants to the other that as to itself as followsof the date hereof: (a) Each of the Seller Manufacturer is a corporation and the Purchaser has been is a limited liability company duly organized and is validly existing and in good standing under the laws of the state of its organizationjurisdiction in which it is incorporated, with full and has the requisite corporate power and authority to own its properties and to conduct carry on its business as presently now being conducted. Each of the Seller and the Purchaser is duly qualified as a foreign corporation to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary and where the failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s businessMaterial Adverse Effect with respect to such Party. (b) Each has the requisite corporate power and authority to enter into and perform this Agreement and to perform in accordance with the terms hereof. The sale execution and delivery of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated hereby have been duly authorized by all requisite action its board of directors and will not conflict with no further consent or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any authorization of its property board of directors or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser stockholders is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This required. The Agreement has been duly executed and delivered by the Seller and the Purchaser and it. The Agreement constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, it in accordance with its terms, except that the as such enforceability thereof may be subject to (a) the effects of any limited by applicable bankruptcy, insolvency, reorganization, receivershipmoratorium, conservatorship liquidation or other similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by equitable principles of general application. (c) Except as set forth on Schedule 9.7, the execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby do not (i) result in a violation of its Articles of Incorporation, or By-laws, regulations and administrative orders affecting the or (ii) conflict with, or constitute a default (or an event which with material notice or lapse of time or both would become a default) under, or give to others any rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability termination, amendment, acceleration or cancellation of, any material agreement, material indenture or material instrument to which it is considered a party, or result in a violation of any law, rule, regulation, order, judgment or decree applicable to it or by which any property or asset of such Party is bound or affected (except in the case of subclause (ii) above, for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). No action, suit, dispute or proceeding is pending or, to the best knowledge of such Party, threatened against such Party which, if adversely determined, would prevent such Party from carrying out its obligations under this Agreement. Each Party's business is not being conducted in equity violation of any law, ordinance or law)regulation of any Governmental Authority, except for possible violations which either singly or in the aggregate do not and will not have a Material Adverse Effect. Except as contemplated by this Agreement, it is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or Governmental Authority in order for it to execute, deliver or perform any of its obligations under the Agreement. (d) There is no pending orNeither Party shall be deemed to have made any representation or warranty to the other Party except as expressly made in Sections 2.3, 9.1 and this Section 9.7. Without limiting the generality of the foregoing, and without prejudice to its knowledge after due inquiryany express representations and warranties made to either Party in this Section 9.7, threatened action neither Party makes any representation or proceeding affecting it warranty to the other with regard to any issues related to Intellectual Property Rights, projections, estimates or budgets or other matters previously delivered to or made available to the other with respect to future revenues, expenses, expenditures or future results of operations. Nothing in this Section 9.7(d) shall limit any of its Subsidiaries before any court, governmental agency or arbitrator, remedy that may reasonably be expected available to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports a Party pursuant to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)Applicable Law.

Representations and Warranties of the Parties. The Purchaser Purchaser, the Seller and the Seller Receivables Trust each represents and warrants as to itself itself, as of each Purchase Date, as follows: (a) Each of the Seller Seller, the Purchaser and the Purchaser Receivables Trust has been duly organized and is validly existing and in good standing under the laws of the state of its organization, with full power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller Seller, the Purchaser and the Purchaser Receivables Trust is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect an Adverse Effect on the conduct of the Seller’s, the Purchaser’s or the PurchaserReceivables Trust’s business. (b) The sale of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller Seller, the Purchaser or the PurchaserReceivables Trust, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller Seller, the Purchaser or the Purchaser Receivables Trust is a party by which it, the Seller Seller, the Purchaser or the Purchaser Receivables Trust is bound or to which any property or assets of it, the Seller Seller, the Purchaser or the Purchaser Receivables Trust is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or Seller, the Purchaser or the Receivables Trust or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller Seller, the Purchaser or the Purchaser Receivables Trust for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller Seller, the Purchaser and the Purchaser Receivables Trust and constitutes a valid and legally binding obligation of the Seller Seller, the Purchaser and the PurchaserReceivables Trust, respectively, enforceable against the Seller Seller, the Purchaser and the PurchaserReceivables Trust, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).

Representations and Warranties of the Parties. The Purchaser and Each of the Seller each parties hereto hereby represents and warrants to each of the other parties, as of the date hereof (and in respect of Persons who become a party to itself this Agreement after the date hereof, such party hereby represents and warrants to each of the other parties on the date of its, his or her execution of this Agreement or a Joinder Agreement) as follows: (a) Each of Such party, to the Seller and the Purchaser has been extent applicable, is duly organized and is or incorporated, validly existing and in good standing under the laws of the state jurisdiction of its organization, with full organization or incorporation and has all requisite power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser it is duly qualified to do business now being conducted and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure proposed to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s businessbe conducted. (b) The sale of Contracts Such party has the full power, authority and related Receivables pursuant legal right to execute, deliver and perform this Agreement. The execution, the delivery and performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with necessary action, corporate or result in a breach otherwise, of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) party. This Agreement has been duly executed and delivered by the Seller and the Purchaser such party and constitutes a its, his or her legal, valid and legally binding obligation of the Seller and the Purchaser, respectivelyobligation, enforceable against the Seller and the Purchaserit, respectively, him or her in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvencyinsolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such party of this Agreement and the performance by such party of its, reorganizationhis or her obligations hereunder by such party does not and will not violate (i) in the case of parties who are not individuals, receivershipany provision of its by-laws, conservatorship charter, articles of association, partnership agreement or other lawssimilar document, regulations and administrative orders affecting the rights (ii) any provision of creditors generally and any material agreement to which it, he or she is a party or by which it, he or she is bound or (biii) general principles of equity (regardless of whether such enforceability any law, rule, regulation, judgment, order or decree to which it, he or she is considered in a proceeding in equity or law)subject. (d) No consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending orlegal action, to its knowledge after due inquiry, threatened action suit or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to would materially and adversely affect its condition the ability of such party to enter into this Agreement or to perform its, his or her obligations hereunder. (financial g) To the extent such party is an Employee Stockholder or otherwise)a natural person, operationsif such Person is resident in a community property state, properties or prospectssuch Person’s spouse, if any, has duly executed, or that purports solely if consented to affect in advance by the legalityCompany, validity or enforceability will duly execute, a Consent of Spouse, and such Consent of Spouse was delivered as of the date of this Agreement, or, if later, the date such Person became a party. None Such Consent of Spouse was or will be duly authorized, executed and delivered by such spouse and effectively binds such spouse to the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)terms set forth therein.

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party represents and warrants as to itself the others as follows: (a) Each of the Seller if applicable, it is a corporation duly incorporated and the Purchaser has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuance, as the state of its organizationcase may be, with full power and has all necessary corporate power, authority and capacity to own its properties property and assets and to conduct carry on its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.; (b) The sale the execution, delivery and performance of Contracts this Agreement do not, and related Receivables pursuant the fulfillment and compliance with the terms and conditions hereof by it (to this Agreementthe extent required herein) and the consummation of the transactions contemplated hereby will not, if applicable, conflict with any of, or require the consent or waiver of rights of any Person under, its constating documents or by- laws, nor to the best of its knowledge do or will any of the foregoing: (i) violate any provision of or require any consent, authorization or approval under any Applicable Law; (ii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval which has not been obtained under any agreement or instrument to which it is a party or by which it is bound or to which any of its property is subject; or (iii) result in the creation of any Encumbrance upon its interest in the Property, in the case of the Optionor or any of the Persons comprising the Optionor; (c) it has all necessary power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and the execution and delivery of this Agreement and, if applicable, the consummation of the transactions herein contemplated in this Agreement have been duly authorized by all requisite necessary corporate action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on its part; (other than pursuant to d) this Agreement or the other Transaction Documents) upon any constitutes a valid and binding obligation of its property or assets or upon that of the Seller or the Purchaserit, pursuant to enforceable against it in accordance with the terms of any indenturethis Agreement, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any orderhowever, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the Seller or extent that equitable remedies such as specific performance and injunction are in the Purchaser for the sale discretion of the Contracts and related Receivables court from which they are sought; and (e) it has not incurred any liability, contingent or the consummation otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated herein. No investigations made by this Agreement. (c) This Agreement has been duly executed and delivered or on behalf of a Party at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, other Party in accordance with its terms, except that the enforceability thereof may be subject or pursuant to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None No waiver by a Party of the transactions contemplated hereby is any condition or is threatened to be restrained other provision, in whole or enjoined (temporarilyin part, preliminarily shall constitute a waiver of any other condition or permanently)provision.

Representations and Warranties of the Parties. The Purchaser and the Seller each represents and warrants as to itself as follows: (a) Each of the Seller and the Purchaser has been duly organized and is validly existing and in good standing under the laws of the state of its organization, with full power and authority to own its properties and to conduct its business as presently conducted1. Each of the Seller Parties makes the following representations and warranties to the Purchaser other Party to this Agreement. (1) The party is duly qualified to do business a legally established and is in good standing as a foreign entity (or is exempt from such requirements), and validly subsisting legal person who has obtained all governmental approvals, qualifications, permits, etc. required to engage in the relevant business in accordance with the relevant applicable laws, and who has the authority to enter into this Agreement and perform its obligations hereunder; the board of directors, shareholders’ meeting or other internal authority of the party has duly and validly taken all necessary measures or other actions to approve the execution, delivery and performance of this Agreement by the party; and this Agreement shall become valid, binding on the parties and enforceable in accordance with the terms of this Agreement upon its entry into force. (2) The execution, delivery, and performance of this Agreement: (i) will not conflict with, or violate the provisions of, (A) the business license, articles of incorporation, permit, approval of its incorporation by a governmental authority, agreement relating to its incorporation, or any other programmatic document of such party, (B) any PRC laws or its other provisions to which it is bound, (C) any contract or other document to which it is a party or by which it is bound or to which its assets are bound; (ii) does not result in the creation of any encumbrance or other encumbrance of rights over the assets of such party or entitle any third party to create any encumbrance or encumbrance of rights over the assets of such party; (iii) does not result in the creation of any encumbrance or encumbrance of rights over the assets of such party to which it is a party or by which it is bound or to which its assets are bound, nor result in any other third party having the right to terminate or modify the terms of such document; (iv) will not result in the suspension, revocation, impairment, forfeiture or failure to renew upon expiration of any approval, license, registration, etc., of any Governmental Authority applicable to such party. (3) There is no litigation, arbitration or other judicial or administrative proceeding that has occurred and is pending that would affect the ability of such party to perform its obligations under this Agreement, and no threat of such action is known to such party. (4) Such party has disclosed to the other party all contracts, governmental approvals, permits or other documents to which such party is a party or by which it is bound or to which its assets or operations are bound that may materially and adversely affect its ability to fully perform its obligations under this Agreement, and no misrepresentation or omission of any material fact is contained in any document previously provided by such party to the other party. (5) Such party will execute all documents and perform all actions reasonably necessary, including but not limited to issuing the necessary authorizations to the other party, to carry out the covenants of this Agreement and to achieve the purposes of this Agreement. 2. BMF Culture further assures WFOE that (1) BMF Culture shall pay WFOE for the Services in full and in a timely manner or in accordance with the arrangements set forth in Article 3 of this Agreement. (2) BMF Culture shall take reasonable action to ensure the continued validity of the licenses and approvals, in each jurisdiction in which failure to so qualify qualifications associated with the BMF Culture Business during the Term of Service; and shall actively cooperate with the services provided by WFOE and accept reasonable advice and recommendations from WFOE regarding the BMF Culture Business. (3) BMF Culture shall promptly inform WFOE of circumstances that have or to obtain such licenses and approvals would may have a material adverse effect on its business and its operations, and shall use its best efforts to prevent the conduct occurrence and/or expansion of the Seller’s or the Purchaser’s businesssuch circumstances and/or losses. (b4) The sale of Contracts Upon WFOE’s written request, BMF Culture will pledge all accounts receivable and/or all other assets then legally owned and related Receivables pursuant to this Agreement, disposable by it as security for the performance of its payment obligations under Article 3 of this Agreement, in the manner permitted by law at that time. (5) BMF Culture will indemnify and hold harmless WFOE from and against all losses that WFOE has suffered or may suffer in connection with the provision of the Services to it, including, without limitation, any losses arising from any action, recovery, arbitration, claim or administrative investigation or sanction by a governmental authority brought against BMF Culture by any third party, provided that where such losses are caused by WFOE’s willful or gross negligence, such losses are not compensable. (6) BMF Culture shall not enter into any other agreement or arrangement which conflicts with this Agreement or which may impair WFOE’s rights and interests under this Agreement without the written consent of WFOE. (7) During the Service Term, BMF Culture shall not, and shall cause its controlled subsidiaries, joint ventures to not, receive Services from any third party other than WFOE that are identical or similar to the consummation Services in Article II of this Agreement without WFOE’s prior written consent. (8) BMF Culture shall not, without the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with prior written consent of WFOE, sell, transfer, mortgage or result in a breach otherwise dispose of any of the terms or provisions of, or constitute a default under, or result legal interest in the creation or imposition of any lien, charge or encumbrance assets (other than pursuant those necessary for the ordinary conduct of business), business or income, or provide security to this Agreement any third party (other than to a subsidiary of BMF Culture), or the permit any third party to grant any other Transaction Documents) upon any of security interest in its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or interests (other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser than those necessary for the sale ordinary conduct of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or lawbusiness). (d9) There is no pending orBMF Culture shall not incur any succession, to its knowledge after due inquiry, threatened action or proceeding affecting it warranty or any obligation (other than those necessary for the operation of its Subsidiaries before ordinary business) without the prior written consent of WFOE. (10) BMF Culture shall not enter into any courtmaterial contract (other than as required for the day-to-day operation of the business) without the prior written consent of WFOE. (11) BMF Culture shall not merge, governmental agency consolidate or arbitratorform a joint entity with any third party, that may reasonably acquire any third party or be expected acquired or controlled by any third party, increase or decrease its registered capital or otherwise change its shareholding structure without the prior written consent of WFOE. (12) To the extent permitted by PRC laws, BMF Culture will appoint the candidates recommended by WFOE as directors, supervisors and senior management of the Company; BMF Culture shall not refuse to materially appoint the candidates recommended by WFOE for any other reason, except with the prior written consent of WFOE or for legal reasons. (13) WFOE shall have the right to verify the accounts of BMF Culture on a regular basis and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect at any time. During the legality, validity or enforceability term of this Agreement, BMF Culture shall cooperate with WFOE and its direct or indirect shareholders in connection with the audit of connected transactions and other types of audits, due diligence, etc., and shall provide to its appointed auditors and/or other professionals information and materials relating to BMF Culture’s operations, business, customers, finances, employees, etc., and agrees that WFOE or its shareholders, in the event of a public listing or acquisition disclose such information and materials as necessary. 3. None WFOE further assures BMF Culture that it will exercise the exclusive right to purchase under the Exclusive Option Agreement to enable WFOE to directly operate the BMF Culture business or to hold a direct equity interest in BMF Culture and to terminate the Structure Agreement as soon as possible on the date on which the PRC law allows foreign investors to directly or indirectly hold equity interest in the operation of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)BMF Culture business.

Representations and Warranties of the Parties. The Purchaser and the Seller each Each party hereto represents and warrants as to itself the other party hereto as follows: (a) Each of the Seller and the Purchaser has been 1.1 Such party is duly organized and is organized, validly existing and in good standing under the laws of the state its jurisdiction of its organization, with full the requisite power and authority to own and use its properties and assets and to conduct carry on its business as presently currently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business. (b) The sale of Contracts 1.2 Such party has the requisite corporate power and related Receivables pursuant authority to this Agreement, enter into and to consummate the performance of its obligations under transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by such party and the consummation by it of the transactions herein contemplated hereby have been duly authorized by all requisite necessary action and will not conflict with or result in a breach on the part of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a such party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body further action is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) such party in connection herewith. This Agreement has been duly executed and delivered by the Seller and the Purchaser such party and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, such party enforceable against the Seller and the Purchaser, respectively, it in accordance with its terms, except that the enforceability thereof may be subject to (ai) the effects of any as limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or moratorium and other laws, regulations and administrative orders laws of general application affecting the enforcement of creditors’ rights of creditors generally and (bii) general principles as limited by laws relating to the availability of equity (regardless of whether such enforceability is considered in a proceeding in equity specific performance, injunctive relief or law)other equitable remedies. (d) There is no pending or1.3 The execution, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially delivery and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability performance of this Agreement. None Agreement by such party and the consummation by such party of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of such party’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument or other understanding to which such party is a party or by which any property or asset of such party is threatened bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to be restrained which such party is subject (including federal and state securities laws and regulations), or enjoined by which any property or asset of such party is bound or affected. 1.4 No consent, approval, authorization or order of, or any filing (temporarilyother than by such party with the Securities and Exchange Commission) by such party or declaration with, preliminarily any court or permanently)governmental agency or body is required in connection with the execution and delivery by such party of this Agreement, the consummation by such party of the transactions contemplated hereby, or the performance by such party of its obligations hereunder.

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party represents and warrants to each of the other Parties, as to itself as followsof the Effective Date, that: (a) Each of the Seller and the Purchaser has been Such Party is duly organized and is organized, validly existing and in good standing under the laws of the state jurisdiction of its organization, with incorporation and has full corporate power and authority to own its properties enter into this Agreement and to conduct its business as presently conducted. Each of carry out the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.provisions hereof; (b) The sale Such Party has taken all corporate action necessary to authorize the execution and delivery of Contracts this Agreement and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action has full power and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant authority to enter into this Agreement or the other Transaction Documents) upon any of and perform its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by obligations under this Agreement.; and (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser such Party and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectivelysuch Party, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to and limited by: (ai) the effects of any applicable bankruptcy, insolvency, reorganization, receivershipmoratorium, conservatorship or and other laws, regulations and administrative orders affecting the rights of creditors laws generally applicable to creditors' rights; and (bii) general principles judicial discretion in the availability of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)equitable relief. (d) There Such Party is no pending ornot required to obtain the consent, approval, order, or authorization of any Third Party, or complete any registration, qualification, designation, declaration or filing with, any federal, state, local, or provincial governmental authority, in connection with the execution and delivery of this Agreement and the performance by such Party of its obligations under this Agreement, including, without limitation, Confidential treatment requested by ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company, ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Biologics Company and ImClone Systems Incorporated. the grant of rights to the other Parties pursuant to this Agreement, or such Party has done so (with respect to the Company, including, without limitation, that all consents, approvals and authorizations required pursuant to the Merck Agreement have been secured by the Company); and (e) The execution and delivery of this Agreement, and the performance by such other Party of its knowledge after due inquiryobligations under this Agreement, threatened action including without limitation the grant of rights to the other Parties pursuant to this Agreement, will not: (i) conflict with, nor result in any violation of or proceeding affecting it default under any such instrument, judgment, order, writ, decree, contract or provision; (ii) give rise to any event that results in the creation of any lien, charge or encumbrance upon any assets of such Party or the suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval that applies to such Party, its business or operations or any of its Subsidiaries before assets or properties; or (iii) conflict with any court, governmental agency rights granted by such Party to any Third Party or arbitrator, breach any obligation that may reasonably be expected such Party has to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)any Third Party.

Representations and Warranties of the Parties. The Purchaser Pubco and the Seller each represents Holder Majority hereby represent and warrants as to itself as followswarrant: (a) Each of the Seller and the Purchaser has been party (i) is an entity duly organized and is incorporated or formed, validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and (ii) has the state of its organization, with full requisite power and authority to own enter into and perform its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s businessobligations under this Agreement. (b) This Agreement has been duly authorized, validly executed and delivered by each party hereto, and assuming the due authorization, execution and delivery of the same by the other parties hereto, this Agreement shall constitute the valid and legally binding obligation of each party, enforceable against each party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. (c) The sale of Contracts execution, delivery and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its the property or assets or upon that of the Seller or the Purchaser, any Series A Preferred Stockholder pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement agreement, lease, license or other agreement or instrument to which it, the Seller or the Purchaser any Party is a party or by which it, the Seller or the Purchaser any Party is bound or to which any of the property or assets of it, the Seller or the Purchaser any Series A Preferred Stockholder is subject, nor will such action result in any violation (ii) the Organizational Documents of the provisions of its organizational documents each Party, or of (iii) any statute or any judgment, order, rule or regulation of any federal or state court or governmental agency or body body, domestic or foreign, having jurisdiction over it, the Seller or the Purchaser any Party or any of its their respective properties; properties that in the case of clauses (i) and no consent(iii), approval, authorization, order, registration or qualification of or with would reasonably be expected to have a material adverse effect on any such court or any such regulatory authority or other such governmental agency or body is required Party’s ability to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of consummate the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).

Representations and Warranties of the Parties. The Purchaser 15.1 Each of the WWE Parties represents, warrants and covenants to each of the Seller each represents and warrants as to itself Pacific Parties as follows: (a) Each of the Seller and the Purchaser has been WWE Parties (i) is a corporation or limited liability company duly organized and is organized, validly existing and in good standing under the laws of the state respective jurisdictions identified with respect to each of its organization, with them in the preamble to this Agreement; (ii) has full power and authority to own enter into this Agreement and perform its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser obligations hereunder; (iii) is duly qualified to do business and is in good standing as a foreign entity (corporation or is exempt from such requirements), and has obtained all necessary licenses and approvals, limited liability company in each jurisdiction in which failure such qualification is required; (iv) has full power and authority to so qualify own or lease its properties and to obtain such licenses and approvals would have a material adverse effect carry on the conduct of the Seller’s or the Purchaser’s businessits business as now being conducted by it. (b) The sale execution, delivery and performance by each of Contracts the WWE Parties of this Agreement and related Receivables pursuant of each of the documents to this Agreement, the performance of its obligations be delivered under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with or result in a breach necessary actions on the part of any each of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreemententities. (c) This Agreement and each of the documents to be delivered by any of the WWE Parties under this Agreement have been or will be duly executed and delivered by each of the WWE Parties and (assuming the due authorization, execution and delivery of this Agreement by each and all of the Pacific Parties) constitute valid and binding obligations of each of the WWE Parties. (d) Each of the documents prepared or executed by one or more third parties that are to be delivered by any of the WWE Parties under this Agreement has been or will be duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)signatories thereto. (de) There The execution, delivery and performance by each of the WWE Parties of this Agreement and documents to be delivered under this Agreement do not and will not directly or indirectly (with or without notice, lapse of time or both): (i) conflict with, or result in the breach of, any provision of such entity’s constitutive documents or any resolution adopted by the board of directors, stockholders, or members of such entity; (ii) violate any applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmental authority having jurisdiction over such entity or any of its properties, assets or operations; (iii) conflict with, violate, result in the material breach or termination of, constitute a material default under, or give rise to any right of termination or acceleration or right to increase the obligations or otherwise adversely modify the terms under, or require any consent, approval or waiver by any party under, any of the contracts to be assigned by any such entities; or (iv) result in the creation of any lien (other than any lien in favor of any of the Pacific Parties) upon any of such entity’s assets. (f) Verde is the sole owner (both legal and equitable) of and has good and marketable title to the Mesa Shares and the Mesa Shares are now, and at the time of their delivery to the Transaction Agent shall be, free and clear of all mortgages, liens, security interests, charges, claims, restrictions and other encumbrances of every kind, except for security interests held by one or more of the Pacific Parties, or as may be permitted pursuant to the resolution to be delivered pursuant to Section 8.7(d) of this Agreement. (g) Verde is a member of Steel Park and owns its membership interests in Steel Park, free and clear of all liens, claims and encumbrances other than in favor of one or more of the Pacific Parties. Other than as provided in the Steel Park Operating Agreement referenced in Schedule A, Verde’s interest in Steel Park is not subject to any agreement for sale or option or similar agreement in favor of any person or entity. (h) WWE owns 100% of the issued and outstanding shares of Verde’s capital stock, free and clear of all liens, claims and encumbrances, and Verde owns 100% of the issued and outstanding shares Mesa’s capital stock, free and clear of all liens, claims and encumbrances other than in favor of one or more of the Pacific Parties. Mesa owns 100% of the assets comprising the Mesa Project, and shall not sell or otherwise in any way alienate or dispose of any of the Mesa Project assets other than in the ordinary course of business, except through the disposal of inoperable or poorly operating turbines. WWE’s share ownership in Verde is not subject to any agreement for sale or option or similar agreement in favor of any person or entity, and neither Verde’s share ownership in Mesa nor Mesa’s ownership of the Mesa Project assets is subject to any agreement for sale or option or similar agreement in favor of any person or entity. (i) Neither Mesa nor Verde has entered into, intends to enter into, or shall enter into any agreements to issue any equity interests, warrants, or securities, or options for the same, to any other person or entity, except as may be permitted pursuant to the resolution to be delivered pursuant to Section 8.7(d) of this Agreement. (j) Except for the Actions and those proceedings identified in Schedule O, there is no litigation, proceeding or investigation pending or, to its the knowledge after due inquiryof WWE, threatened action or proceeding affecting it against any of the WWE Parties or any of its Subsidiaries the assets or the businesses operated by any of them in any court in any jurisdiction, or before any court, governmental agency or arbitratoradministrative agency, that might result in any material adverse effect upon the business, property, assets or condition, financial or otherwise, of any of these entities or any of their assets, or that seeks to enjoin or prohibit, or otherwise questions the validity of, any action taken or to be taken pursuant to or in connection with any agreement to which any of the WWE Parties is a party. (k) Each of the WWE Parties is solvent as of the date of this Agreement, and the transactions contemplated by this Agreement will not render any of these entities insolvent. (l) As of the date of this Agreement, none of the WWE Parties is engaged in, or about to engage in, any business or transaction, for which any property remaining with the respective entity immediately thereafter would be an unreasonably small capital to engage in such business or transactions. (m) By entering into this Agreement and the transactions contemplated by this Agreement, none of the WWE Parties intends to incur, or believes that it will incur, debts that will be beyond each respective entity’s ability to pay as such debts mature. (n) None of the WWE Parties is entering into the transactions contemplated by this Agreement or incurring any obligation pursuant to this Agreement with the intent to hinder, delay, or defraud any creditor to which any of them is indebted as of the date hereof or will be indebted at the end of the Forbearance Period or any creditor to which any of them may become indebted after the end of the Forbearance Period. (o) Each of the WWE Parties expects to derive substantial benefit (and may reasonably be expected to materially and adversely affect its condition (financial or otherwisederive substantial benefit), operationsdirectly and indirectly, properties or prospects, or that purports to affect from the legality, validity or enforceability of transactions contemplated by this Agreement. None of the transactions contemplated hereby WWE Parties will assert at any time for any purpose that it has not received reasonably equivalent value in exchange for the transfers referenced in this Agreement. (p) Each of the WWE Parties acknowledges and understands that the Pacific Parties are relying on the truth of the representations and warranties given by the WWE Parties herein, that such reliance is justifiable and reasonable, and that the Pacific Parties would not enter into this Agreement unless they believe that all of the WWE Parties’ representations and warranties are true and correct in all material respects. (q) The WWE Parties shall perform all such acts as are or may be necessary to satisfy their obligations under and in connection with this Agreement and all ancillary agreements. (r) The documents that the WWE Parties are delivering to the Transaction Agent at the Phase I Closing are sufficient to transfer title to the interests of Verde in Steel Park to PHUS. (s) None of the WWE Parties has entered into any transaction with any third party resulting in a liability or obligation of Steel Park that has not been disclosed to PHUS in writing. (t) As of the Phase II Deposit Date, all books and records of Mesa and of other parties that pertain to the Mesa Project in the possession of any of the WWE Parties shall be delivered to and retained and preserved by Mesa at its corporate offices, free and clear of any liens or encumbrances, throughout the Forbearance Period and thereafter until either (i) the Settlement Amount is threatened paid and disbursed timely pursuant to this Agreement, (ii) PHUS obtains possession of the Mesa Project and the books and records referenced in this subparagraph, or (iii) a Shareholder Rejection occurs. (u) As of the Phase I Closing Date, any and all books and records of Steel Park and of other parties that pertain to Steel Park in the possession of any of the WWE Parties shall be restrained or enjoined (temporarily, preliminarily or permanently)delivered to PHUS.

Representations and Warranties of the Parties. The Purchaser and As of the Seller Effective Date, each Party represents and warrants as to itself as follows: the other Party that: (a) Each of such Party has the Seller and the Purchaser has been duly organized and is validly existing and in good standing under the laws of the state of its organization, with full power and authority to own its properties execute, deliver and perform this Agreement and to conduct its business as presently conducted. Each of carry out the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements)transactions contemplated hereby, and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business. (b) The sale the execution and delivery of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement by such Party and the consummation carrying out by such Party of the transactions herein contemplated hereby have been duly authorized by all requisite action corporate (or, if applicable, partnership or limited liability company) action, and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser such Party and constitutes a the legal, valid and legally binding obligation of the Seller and the Purchaser, respectivelysuch Party, enforceable against the Seller and the Purchaser, respectively, it in accordance with its termsthe terms hereof, except that the subject, as to enforceability thereof may be subject of remedies, to (a) the effects of any applicable limitations imposed by bankruptcy, insolvency, reorganization, receivership, conservatorship moratorium or other laws, regulations and administrative orders similar Laws relating to or affecting the enforcement of creditors’ rights of creditors generally and (b) to general principles of equity equity, (regardless c) excluding permits and other authorizations that may still be required to construct and operate the Facility, no authorization, consent, approval or order of, notice to or registration, qualification, declaration or filing with any governmental authority is required for the execution, [***] Indicates portions of whether this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. delivery and performance by such enforceability is considered in a proceeding in equity Party of this Agreement or law). the carrying out by such Party of the transactions contemplated hereby, and (d) There is no pending ornone of the execution, to its knowledge after due inquirydelivery and performance by such Party of this Agreement, threatened action the compliance with the terms and provisions hereof, and the carrying out of the transactions contemplated hereby, conflicts or proceeding affecting will conflict with or result in a breach or violation of any of the terms, conditions or provisions of any Law, governmental rule or regulation or the charter documents (or partnership or limited liability company operating agreement, if applicable), as amended through the Effective Date or by-laws, as amended through the Effective Date, of such Party or any applicable order, writ, injunction judgment or decree of any court or governmental authority against such Party or by which it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospectsis bound, or that purports any loan agreement, indenture, mortgage, bond, note, resolution, contract or other agreement or instrument to affect which such Party is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or will result in the legality, validity or enforceability imposition of this Agreement. None any lien upon any of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)its properties.

Representations and Warranties of the Parties. The Purchaser Each Party severally and the Seller each not jointly represents and warrants to each other Party that, as to itself as followsat the date of this Agreement: (a) Each of the Seller and the Purchaser has been if not a natural person, it is duly organized and is validly existing and in good standing under the laws of the state its country of its organization, with full power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (incorporation or is exempt from such requirements), formation and has obtained all necessary licenses and approvals, been in each jurisdiction in which failure to so qualify continuous existence since incorporation or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.formation; (b) The sale of Contracts and related Receivables pursuant if a natural person, it has sufficient capacity to enter into this Agreement; (c) it is not insolvent or unable to pay its debts as they fall due, and (if not a natural person) has not filed or had filed against it any petition for its winding-up, reorganization or bankruptcy (other than any filing which could not have the effect of calling into question the validity of the transactions contemplated in this Agreement); (d) it has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights and perform its obligations under this Agreement; (e) its obligations under this Agreement are, or when the relevant documents are executed will be, enforceable in accordance with their respective terms; (f) the execution and delivery of, and the performance of its obligations under under, this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not: (i) if not conflict with or a natural person, result in a breach of any provision of the terms its memorandum or provisions articles of association or by-laws or equivalent constitutional documents; (ii) result in a breach of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser it is a party or by which it, the Seller or the Purchaser it is bound or to and which any property or assets of it, is material in the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation context of the transactions contemplated by this Agreement.; (ciii) This Agreement result in a breach of any order, judgment or decree of any court or governmental entity to which it is a party or by which it is bound or submits and which is material in the context of the transactions contemplated by this Agreement; or (iv) require it to obtain any consent or approval of, or give any notice to or make any registration with, any governmental entity or any third party which has not been duly executed and delivered by obtained or made at the Seller date of this Agreement, other than in connection with the registration of the ListCo Class A Common Shares with the SEC and the Purchaser and constitutes a valid and legally binding obligation registration of the Seller and ListCo BDRs with the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).CVM; (dg) There there is no proceeding pending against, or, to its the knowledge after due inquiryof such Party, threatened action against or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, such Party that may could reasonably be expected to prevent, materially and adversely affect delay or materially impair such Party’s ability to perform its condition (financial obligations hereunder or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of consummate the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)in this Agreement.

Representations and Warranties of the Parties. The Purchaser and the Seller each represents and warrants as to itself as follows: (a) Each of the Seller and the Purchaser has been duly organized and is validly existing and in good standing under the laws of the state of its organization, with full power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business. (b) The sale of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).. 723474616

Representations and Warranties of the Parties. The Purchaser and Each of the Seller each Parties hereby represents and warrants as to itself each of the other Parties as follows: (a) Each of Such Party, to the Seller and the Purchaser has been extent applicable, is duly organized and is or incorporated, validly existing and in good standing under the laws of the state jurisdiction of its organization, with full organization or incorporation and has all requisite organizational power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser it is duly qualified to do business now being conducted and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure proposed to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s businessbe conducted. (b) Such Party has the full organizational power, authority and legal right to execute, deliver and perform this Investor Rights Agreement. The sale of Contracts execution, delivery and related Receivables pursuant to this Agreement, the performance of its obligations under this Investor Rights Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with necessary organizational action, corporate or result in a breach otherwise, of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) Party. This Investor Rights Agreement has been duly executed and delivered by the Seller and the Purchaser such Party and constitutes a its, his or her legal, valid and legally binding obligation of the Seller and the Purchaser, respectivelyobligation, enforceable against the Seller and the Purchaserit, respectively, him or her in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvencyinsolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Party of this Investor Rights Agreement, reorganizationthe performance by such Party of its, receivershiphis or her obligations hereunder by such Party does not and will not violate (i) in the case of Parties who are not individuals, conservatorship any provision of its by-laws, charter, articles of association, partnership agreement or other lawssimilar organizational document, regulations and administrative orders affecting the rights (ii) any provision of creditors generally and any material agreement to which it, he or she is a Party or by which it, he or she is bound or (biii) general principles of equity (regardless of whether such enforceability any Law to which it, he or she is considered in a proceeding in equity or law)subject. (d) Such Party is not currently in violation of any Law, which violation could reasonably be expected at any time to have a material adverse effect upon such Party’s ability to enter into this Investor Rights Agreement or to perform its, his or her obligations hereunder. (e) There is no pending orlegal action, to its knowledge after due inquiry, threatened action suit or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to would materially and adversely affect its condition (financial the ability of such Party to enter into this Investor Rights Agreement or otherwise)to perform its, operations, properties his or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)her obligations hereunder.

Representations and Warranties of the Parties. The Purchaser Each of Momenta, on the one hand, and each Sandoz Party, on the Seller each other hand, (the “Representing Party”) represents and warrants as warrants, or covenants, to itself as followsthe Sandoz Parties and Momenta, respectively, that: (a) Each of the Seller and the Purchaser has been 9.1.1 The Representing Party is a corporation duly organized and is organized, validly existing and in good standing under the laws of the its state of its organization, with full incorporation or foreign jurisdiction; 9.1.2 The Representing Party has the requisite corporate power and authority to own its properties execute and deliver this Agreement and to conduct perform all of its business as presently conductedobligations hereunder. Each The execution and delivery of this Agreement and the performance by the Representing Party of its obligations hereunder have been authorized by all requisite corporate action on its part. This Agreement has been validly executed and delivered by the Representing Party, and, assuming that such document has been duly authorized, executed and delivered by the other Party, constitutes a valid and binding obligation of the Seller Representing Party, enforceable against such Party in accordance with its terms; 9.1.3 Except as otherwise set forth in this Agreement, no material filing with, and no material permit, authorization, consent or approval of any governmental authority is necessary for the consummation by the Representing Party of the transactions contemplated by this Agreement, except for those filings, permits, authorizations, consents or approvals, the failure of which to be made or obtained would not materially impair such Party’s ability to consummate the transactions contemplated hereby or materially delay the consummation of the transactions contemplated hereby; 9.1.4 The execution and delivery of this Agreement by the Representing Party and the Purchaser performance by such Party of its obligations hereunder, will not (a) violate the certificate of incorporation, by-laws or other organizational document of such Party; (b) conflict in any material respect with or result in a material violation or breach of, or constitute a material default under, any material contract, agreement or instrument to which such Party is duly qualified bound, or result in the creation of imposition of any material lien upon the Product; or (c) violate or conflict in any material respect with any material law, rule, regulation, judgment, order or decree of any court or governmental authority applicable to do business such Party or the Product; 9.1.5 The Representing Party has the full power and right to grant to the relevant Party the license rights set forth in Article 2 and Sections 3.4.6, 11.6.1 and 11.6.2, free of any liens or encumbrances (other than the rights of any Third Party licensors therein); 9.1.6 The Representing Party has not, as of the Effective Date, received any notice from any Third Party that the practice of the Momenta IP, if the Representing Party is in good standing as a foreign entity (Momenta, or the Sandoz IP, if the Representing Party is exempt from such requirements)Sandoz or BCWI, infringes any patent or other proprietary rights of any Third Party, and the Representing Party has, as of the Effective Date, no knowledge that any Third Party patent or proprietary rights are infringed as of the Effective Date by the practice by Momenta of the Momenta IP, if the Representing Party is Momenta, or by the practice by the Sandoz Parties of the Sandoz IP, if the Representing Party is Sandoz or BCWI; 9.1.7 As of the Effective Date, there are no interferences or oppositions pending before any court or administrative office or agency relating to the Momenta IP, if the Representing Party is Momenta, or the Sandoz IP, if the Representing Party is Sandoz or BCWI; 9.1.8 To the Representing Party’s best knowledge, as of the Effective Date, all Momenta IP, if the Representing Party is Momenta, or Sandoz IP, if the Representing Party is Sandoz or BCWI, is valid and enforceable and has obtained all necessary licenses and approvalsnot been challenged in any judicial or administrative proceeding; and 9.1.9 There is no action or proceeding pending or, in each jurisdiction in which failure to so qualify insofar as the Representing Party knows as of the Effective Date, threatened against the Representing Party before any court, administrative agency or to obtain such licenses and approvals would other tribunal that might have a material adverse effect on the conduct of the SellerRepresenting Party’s or the Purchaser’s business. (b) The sale of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party hereby represents and warrants to the other Party, as to itself as followsof the Effective Date, that: (a) Each of the Seller and the Purchaser has been Such Party is duly organized and is organized, validly existing and in good standing under the laws of the state jurisdiction of its organization, with incorporation and has full corporate power and authority to own its properties enter into this Agreement and to conduct its business as presently conducted. Each of carry out the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.provisions hereof; (b) The sale Such Party has taken all necessary action on its part to authorize the execution and delivery of Contracts this Agreement and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement.hereunder; (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser on behalf of such Party, and constitutes a valid and legally legal, valid, binding obligation of the Seller and the Purchaser, respectivelyobligation, enforceable against the Seller and the Purchaser, respectively, it in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).terms hereof; (d) There is no pending orThe execution, delivery and performance of this Agreement by such Party does not conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to its knowledge after due inquirywhich it is a party or by which it is bound, threatened action nor violate any law or proceeding affecting it or any regulation of its Subsidiaries before any court, governmental body or administrative or other agency having jurisdiction over such Party; (e) No government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or arbitratorinstrumentality, domestic or foreign, under any Applicable Laws currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement and such other agreements, to conduct Clinical Trials or to seek or obtain Regulatory Approvals; and (f) It has not (i) employed and has not used a contractor or consultant that may reasonably be expected has employed, any individual or entity debarred by the FDA (or subject to materially and adversely affect its condition (financial or otherwisea similar sanction of EMA), operationsor (ii) employed any individual who or entity that is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA), properties in the conduct of any pre-clinical activities or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None clinical studies of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)Co-Co Products.

Representations and Warranties of the Parties. The Purchaser Lender and the Seller Program Manager each hereby represents and warrants as to itself as followsthe other throughout the term of this Agreement that: (a) Each of the Seller and the Purchaser has been It is duly organized and is validly existing and in good standing under the laws of the its state of its organizationincorporation (or in the case of Lender, with under the laws of the United States) and has, in all material respects, full power and authority to own its properties and to conduct its business as presently owned or conducted. Each of the Seller , and the Purchaser to execute, deliver and perform its obligations in connection with this Agreement. (b) It is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), any requirements to so qualify) and has obtained used its best efforts to obtain all necessary licenses and approvalsapprovals from any government authority within any jurisdiction that requires such qualification, in each jurisdiction in which license or approval, except where the failure to so qualify or to obtain such licenses and or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement or upon the conduct of the Seller’s Non-Referral Start Loans or the Purchaser’s businessEB Program Loans. (bc) The sale of Contracts execution, delivery and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated provided for in this Agreement have been duly approved and authorized by all requisite action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to necessary organizational action. Each party acknowledges that this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a legal, valid and legally binding obligation of the Seller and the Purchaserobligation, respectively, that is enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability enforcement thereof may be subject to (a) the effects of any applicable limited by receivership, conservatorship, bankruptcy, insolvency, reorganization, receivership, conservatorship moratorium or other laws, regulations and administrative orders similar laws of general applicability relating to or affecting the creditors’ rights of creditors generally and (b) or general equity principles of equity (regardless of whether such enforceability is matters are considered in a proceeding in equity or at law)) and the availability of equitable remedies. (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially The execution and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability delivery of this Agreement. None , the performance of the transactions contemplated hereby by this Agreement, and the fulfillment of the terms of this Agreement will not conflict with, violate or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which it is a party or is threatened by which it or any other properties are bound which would have a material adverse effect on it’s ability to be restrained exercise its rights or enjoined (temporarily, preliminarily or permanently)performance obligations hereunder.

Representations and Warranties of the Parties. The Purchaser As of the date hereof and until the Seller termination or expiration of an Agreement, each represents Party represents, undertakes and warrants as to itself as follows: that: (a) Each of the Seller it is and the Purchaser has been shall remain duly organized and is validly existing formed and in good standing under the laws of the state its respective place of its organization, with full power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business. incorporation; (b) The sale of Contracts it has the requisite power, authority and related Receivables pursuant legal right to this Agreementexecute and deliver, the performance of and to perform its obligations under this the Agreement; (c) it has (unless specifically provided in the Confirmation) all necessary governmental and other Third Party permits, approvals and licences required in connection with the execution, delivery and performance of such Agreement except to the extent that such permits, approvals and/or licences can only be obtained by Buyer (or Buyer’s Transporter in the case of an FOB delivery) or Seller (or Seller’s Transporter in the case of a DES delivery) at the time the relevant LNG Vessel arrives at either the Loading Location or the Unloading Location (as applicable), which permits, approvals and/or licences shall be obtained by the relevant Party as soon as possible upon arrival at such port; (d) it has not incurred any liability to any financial advisor, broker or finder for any financial advisory, brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by the Agreement for which the other Party or any of its Affiliates could be liable; and (e) neither the consummation execution, delivery nor performance of the transactions herein contemplated have been duly authorized by all requisite action and Agreement violates or will not conflict with violate, results or will result in a breach of any of the terms or provisions of, constitutes or will constitute a default underunder any provision of its organisational documents, any law (including economic and legal sanctions), judgment, order, decree, rule, embargo, trade control or result in the creation or imposition regulation of any liencourt, charge administrative agency or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms instrumentality of any indenture, mortgage, deed Governmental Authority or of trust, loan agreement or any other material agreement or instrument to which it, the Seller or the Purchaser it is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreementparty. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).

Representations and Warranties of the Parties. The Purchaser and the Seller each represents and warrants to the Buyer, and the Buyer represents and warrants to the Seller, as of each of the days from the Contract Execution Date to itself as followsthose thereafter, including, but not limited to, the Closing Date, that: (a) Each of such Party has the Seller full power and authority to enter into, execute and deliver this Contract and to perform the Purchaser has been transactions contemplated hereby and such Party is duly incorporated or organized and is validly existing and in good standing under the laws of the state jurisdiction of its incorporation or organization, with full power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.; (b) The sale the execution and delivery by such Party of Contracts this Contract and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation by such Party of the transactions herein contemplated hereby have been duly authorized by all requisite action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement necessary corporate or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets action of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement.Party; (c) This Agreement has been duly executed assuming the due authorization, execution and delivered delivery hereof by the Seller and other Party, this Contract constitutes the Purchaser and constitutes a legal, valid and legally binding obligation of the Seller and the Purchaser, respectivelysuch Party, enforceable against the Seller and the Purchaser, respectively, such Party in accordance with its terms, except that the as such enforceability thereof may be subject to (a) the effects of any limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship moratorium or other laws, regulations and administrative orders similar laws affecting the creditors’ rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).general; and (d) There is no pending orthe execution, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially delivery and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability performance of this Agreement. None Contract by such Party and the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational or governance documents of such Party; (ii) require such Party to obtain any consent, approval or action of, or make any filing with or give any notice to, any governmental authority in such Party’s jurisdiction of organization or any other person pursuant to any instrument, contract or other agreement to which such Party is a party or by which such Party is threatened bound, except for the consent, approval, action or filing as set forth in Section 5.1(b); (iii) conflict with or result in any material breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to be restrained which such Party is a party or enjoined by which such Party is bound; (temporarilyiv) violate any order, preliminarily judgment or permanently)decree against, or binding upon, such Party or upon its respective securities, properties or businesses; or (v) violate any law or regulation of such Party’s jurisdiction of organization or any other jurisdiction in which it maintains its principal office.

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party represents and warrants as to itself the other Party, with respect to itself, on the signing date of this Contract, as follows: (a) Each of the Seller and the Purchaser has been Such Party is a legal entity duly organized and is organized, validly existing and in good standing under the laws of the state PRC, in the case of its organizationParty A, with full and under the laws of HK, in the case of Party B, and has the corporate power and lawful authority to own or possess, lease and operate its properties assets and to conduct carry on its business as presently now being and as previously conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business. (b) The sale Such Party has the full legal right, power and authority required to enter into this Contract and to perform fully its obligations hereunder. This Contract has been duly authorized, executed and delivered by each Party and, assuming the due authorization, execution and delivery by the other Party and approval by the Examination and Approval Authority, constitutes the valid and binding obligation of Contracts each Party enforceable against it in accordance with its terms. Equity Joint Venture Contract (c) Except for the requirements for the obtaining of a Foreign Investment Enterprise Approval Certificate and related Receivables pursuant issuance of the Business License and as otherwise set forth in this Contract, no filings with, notices to, or license, permits, consents, authorizations, qualifications, orders or other approvals of any governmental body or any other Person are necessary to be obtained by such Party for its execution, delivery and performance of this AgreementContract or for the establishment of the Company. (d) Such Party is, has been and will continue to be in compliance with all applicable Law of its home jurisdiction and does not know of any circumstances that would be a breach of such Law. (e) Neither the execution of this Contract, nor the performance of its such Party's obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and hereunder, will not conflict with with, or result in a breach of any of the terms or provisions of, or constitute a default under, any provision of the memorandum and articles of association, business license or result in by-laws of such Party, as the creation case may be, or imposition any law, rule, regulation, authorization or approval of any liengovernment agency or body, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan contract or agreement or other agreement or instrument to which it, the Seller or the Purchaser such Party is a party by which itor is subject (including, in the Seller or case of Party B, contracts existing on the Purchaser is bound or date of this Contract relating to which any property or assets of it, Party B' other investments in the Seller or the Purchaser is subject, nor will such action result in any violation PRC). (f) As of the provisions date of its organizational documents this Contract, there is no lawsuit, arbitration or of any statute legal, administrative or any order, rule or regulation of any federal or state court other proceeding or governmental agency or body having jurisdiction over itinvestigation pending or, to the Seller or the Purchaser or any best knowledge of its their respective properties; and no consentsuch Party, approval, authorization, order, registration or qualification of or with any threatened against such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or Party with respect to the Seller subject matter of this Contract or that would affect in any way such Party's ability to enter into or perform this Contract. (g) All documents, statements and information of or derived from any governmental body in the Purchaser for the sale possession of the Contracts and related Receivables or the consummation of such Party relating to the transactions contemplated in this Contract have been disclosed to the other Party, and no document previously provided by this Agreementsuch Party to any other Party contains the untrue statement of material fact or omits to state any material fact necessary in order to make the statements contained therein not misleading. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).

Representations and Warranties of the Parties. The Purchaser and Each of the Seller each Parties hereby represents and warrants to each of the other Parties as to itself of the date of the Original ▇▇▇ for Parties other than the Requisite Parties, Binance and PubCo and as of the Effective Date for Binance, PubCo and the Requisite Parties as follows: (a) Each of Such Party, to the Seller and the Purchaser has been extent applicable, is duly organized and is or incorporated, validly existing and in good standing under the laws of the state jurisdiction of its organization, with full organization or incorporation and has all requisite organizational power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser it is duly qualified to do business now being conducted and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure proposed to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s businessbe conducted. (b) The sale of Contracts Such Party has the full organizational power, authority and related Receivables pursuant legal right to execute, deliver and perform the Original ▇▇▇ and/or this Investor Rights Agreement, the as applicable. The execution, delivery and performance of its obligations under the Original ▇▇▇ and/or this Agreement and the consummation of the transactions herein contemplated Investor Rights Agreement, as applicable, have been duly authorized by all requisite action and will not conflict with necessary organizational action, corporate or result in a breach otherwise, of any of the terms or provisions ofsuch Party. The Original ▇▇▇ and/or this Investor Rights Agreement, or constitute a default underas applicable, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser such Party and constitutes a its, his or her legal, valid and legally binding obligation of the Seller and the Purchaser, respectivelyobligation, enforceable against the Seller and the Purchaserit, respectively, him or her in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvencyinsolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Party of the Original ▇▇▇ and/or this Investor Rights Agreement, reorganizationas applicable, receivershipthe performance by such Party of its, conservatorship his or her obligations thereunder or hereunder by such Party does not and will not violate (i) in the case of Parties who are not individuals, any provision of its by-laws, charter, articles of association, partnership agreement or other lawssimilar organizational document, regulations and administrative orders affecting the rights (ii) any provision of creditors generally and any material agreement to which it, he or she is a Party or by which it, he or she is bound or (biii) general principles of equity (regardless of whether such enforceability any law, rule, regulation, judgment, order or decree to which it, he or she is considered in a proceeding in equity or law)subject. (d) Such Party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Party’s ability to enter into the Original ▇▇▇ and/or this Investor Rights Agreement, as applicable, or to perform its, his or her obligations thereunder or hereunder. (e) There is no pending orlegal action, to its knowledge after due inquiry, threatened action suit or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to would materially and adversely affect its condition (financial or otherwise)the ability of such Party to enter into the Original ▇▇▇ and/or this Investor Rights Agreement, operations, properties or prospectsas applicable, or that purports to affect the legalityperform its, validity his or enforceability of this Agreement. None of the transactions contemplated hereby is her obligations thereunder or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)hereunder.

Representations and Warranties of the Parties. The Purchaser and the Seller each 37.1 Each party represents and warrants as to itself the other as follows: (a) Each of the Seller it is a corporation duly incorporated and the Purchaser has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuance, as the state of its organizationcase may be, with full power and has all necessary corporate power, authority and capacity to own its properties property and assets and to conduct carry on its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.; (b) The sale the execution, delivery and performance of Contracts this Agreement do not, and related Receivables pursuant the fulfillment and compliance with the terms and conditions hereof by it (to this Agreementthe extent required herein) and the consummation of the transactions contemplated hereby will not, conflict with any of, or require the consent or waiver of rights of any person under, its constating documents or by-laws, nor to the best of its knowledge do or will any of the foregoing: (i) violate any provision of or require any consent, authorization or approval under any applicable law; (ii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval which has not been obtained under any agreement or instrument to which it is a party or by which it is bound or to which any of its property is subject; or (iii) result in the creation of any encumbrance upon its Interest in the Property; (c) it has all necessary power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and the execution and delivery of this Agreement and the consummation of the transactions herein contemplated in this Joint-Venture Agreement Azimut Exploration Inc. & Northwestern Mineral Ventures Inc. Agreement have been duly authorized by all requisite necessary corporate action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on its part; and (other than pursuant to d) this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectivelyit, enforceable against the Seller and the Purchaser, respectively, it in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability terms of this Agreement. None , subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the transactions contemplated hereby is court from which they are sought. 37.2 No investigations made by or is threatened on behalf of a party at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by the other party in or pursuant to be restrained this Agreement. No waiver by a party of any condition or enjoined (temporarilyother provision, preliminarily in whole or permanently)in part, shall constitute a waiver of any other condition or provision. 37.3 The representations and warranties contained in this Article 37 shall survive the execution and delivery of this Agreement and shall continue in full force and effect for a period of two years following the conclusion of the Mining Operations.

Representations and Warranties of the Parties. The Purchaser and As of the Seller each Date of Execution, FKM represents and warrants as to itself as followsCCSA, and CCSA represents and warrants to FKM that: (a) Each of the Seller and the Purchaser has been it is a corporation duly organized and is incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly authorized and qualified to fulfill the state purpose of its organization, with this Agreement; (b) it has full power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business. (b) The sale of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under execute this Agreement and to carry out all the consummation transactions contemplated herein, it has fulfilled all corporate requirements, obtained all permissions and approval of the Board of Directors and Shareholders' Assembly, and all other actions necessary to authorize the execution, delivery and performance of the Agreement have been duly taken; (c) neither the execution of this Agreement nor the completion of the transactions contemplated herein contemplated have been duly authorized by all requisite action and will not conflict with or result in with, represent a breach of of, give rise to the termination of, or accelerate the performance required by any of the terms court order or provisions ofperiod, consent decree, license, agreement, contract or permit to which it is subject or party, or constitute a default underdefault, or result in violate any provision of its articles of incorporation or bylaws; (d) it is not subject to any order, judgment, decree, injunction, penalty or government law, and there is no action pending nor, to the creation best of its knowledge, any threat that could prevent it from obtaining permits or imposition of implementing any lien, charge transaction or encumbrance operation contemplated herein; (other than pursuant to e) this Agreement or is duly executed by the other Transaction Documents) upon any of its property or assets or upon that of Party, and is valid and binding for the Seller or the PurchaserParty, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects Bankruptcy and Insolvency Act and other laws affecting the enforcement of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles the exercise of equity (regardless remedies left to the discretion of whether such enforceability is considered in a proceeding in equity or law)the courts. (df) There it has not committed or been subject to any act or event of bankruptcy, is no pending ornot insolvent, has not proposed a compromise or agreement to its knowledge after due inquirycreditors, threatened action has not filed or proceeding affecting had filed against it any order of insolvency or bankruptcy, has not made a voluntary declaration of bankruptcy, has not taken any steps with regard to any compromise or agreement, has not initiated any procedure to be declared bankrupt, has not initiated any procedure to have a receiver appointed over any of its Subsidiaries before assets, has not had an encumbrancer take possession of its property, and has not had any court, governmental agency execution or arbitrator, that may reasonably be expected to materially and adversely affect distress become enforceable over any of its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)property.

Representations and Warranties of the Parties. The Purchaser and the Seller each Originator each represents and warrants as to itself as follows: (a) Each of the Seller Originator and the Purchaser Purchaser, has been duly organized and is validly existing and in good standing under the laws of the state of its organization, with full corporate power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller Originator and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in the jurisdiction where its principal place of business and chief executive office are located and in each other jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s such Originator's or the Purchaser’s business's business or on the ability of such Originator or the Purchaser, as the case may be, to perform its obligations under this Agreement. (b) The sale and contribution of Contracts Receivables and related Receivables the other Purchased Assets pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite corporate action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaserassets, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser it is a party or by which it, the Seller or the Purchaser it is bound or to which any of its property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser it or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller each Originator or the Purchaser for the sale or contribution of Receivables and the Contracts and related Receivables other Purchased Assets or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller each Originator and the Purchaser and constitutes a valid and legally binding obligation of the Seller such Originator and the Purchaser, respectively, enforceable against the Seller such Originator and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party represents and warrants as to itself the other as follows: (a) Each of the Seller it is a corporation duly incorporated and the Purchaser has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuance, as the state of its organizationcase may be, with full power and has all necessary corporate power, authority and capacity to own its properties property and assets and to conduct carry on its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.; (b) The sale the execution, delivery and performance of Contracts this Agreement do not, and related Receivables pursuant the fulfillment and compliance with the terms and conditions hereof by it (to this Agreementthe extent required herein) and the consummation of the transactions contemplated hereby will not, conflict with any of, or require the consent or waiver of rights of any Person under, its constating documents or by-laws, nor to the best of its knowledge do or will any of the foregoing: (i) violate any provision of or require any consent, authorization or approval under any Applicable Law; (ii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval which has not been obtained under any agreement or instrument to which it is a party or by which it is bound or to which any of its property is subject; or (iii) result in the creation of any Encumbrance upon its interest in the Property, in the case of the Optionor; (c) it has all necessary power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and the execution and delivery of this Agreement and the consummation of the transactions herein contemplated in this Agreement have been duly authorized by all requisite necessary corporate action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on its part; (other than pursuant to d) this Agreement or the other Transaction Documents) upon any constitutes a valid and binding obligation of its property or assets or upon that of the Seller or the Purchaserit, pursuant to enforceable against it in accordance with the terms of any indenturethis Agreement, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any orderhowever, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the Seller or extent that equitable remedies such as specific performance and injunction are in the Purchaser for the sale discretion of the Contracts and related Receivables court from which they are sought; and (e) it has not incurred any liability, contingent or the consummation otherwise, for brokers' or finders' fees in respect of the transactions contemplated herein. No investigations made by this Agreement. (c) This Agreement has been duly executed and delivered or on behalf of a Party at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, other Party in accordance with its terms, except that the enforceability thereof may be subject or pursuant to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None No waiver by a Party of the transactions contemplated hereby is any condition or is threatened to be restrained other provision, in whole or enjoined (temporarilyin part, preliminarily shall constitute a waiver of any other condition or permanently)provision.

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party hereby represents and warrants as to itself as followsthe other Party that: (a) Each of It has the Seller full power, authority, and the Purchaser has been duly organized and is validly existing and in good standing under the laws of the state of its organization, with full power and authority legal right to own its properties enter into this Agreement and to conduct perform its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s businessobligations hereunder. (b) The sale execution of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement by the individual whose signature is set forth at the end of this Agreement on behalf of such Party, and the consummation delivery of the transactions herein contemplated this Agreement by such Party, have been duly authorized by all requisite necessary action and will not conflict with or result in a breach on the part of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this AgreementParty. (c) This Agreement has been duly executed and delivered by such Party and (assuming due authorization, execution, and delivery by the Seller other Party hereto) constitutes the legal, valid, and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectivelysuch Party, enforceable against the Seller and the Purchaser, respectively, such Party in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) It shall, at the reasonable request of the other Party, execute and deliver such further documents and take such further actions as may be necessary or desirable to effectuate the intent of this Agreement. (e) Its execution, delivery and performance of this Agreement will not result in contravention of (i) its constitutive documents, (ii) any contractual provision to which it is subject or by which its assets are bound, (iii) any laws, rules or regulations applicable to it or its property, or (iv) any judgment, injunction, order or decree binding on it or any of its assets. (f) It has not assigned any interest in any of the Subject Agreements to a third party. (g) It has not engaged any subcontractor or agent in connection with the performance of any of its obligations under any of the Subject Agreements. (h) There are no oral agreements or modifications purporting to bind ▇▇▇▇▇▇, on the one hand, and any Taproot Party, on the other hand, with respect to the matters addressed in the Subject Agreements. (i) It (i) knows of no Claims against the other Party relating to or arising out of the Agreement that are not covered by the release contained in Section 6, (ii) has neither assigned nor transferred any of the Claims released herein to any person or entity and no person or entity has subrogated to or has any interest or rights in any Claims, and (iii) is not aware of any third-party claim, either threatened or which it could reasonably believe may be alleged against the other Party in connection with the Agreement. (j) There are no actions, suits, or proceedings pending or, to its knowledge after due inquiryknowledge, threatened action or proceeding affecting it or any of its Subsidiaries against such Party before any court, court or governmental agency authority that would affect such Party’s ability to perform its obligations under this Agreement or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined This section excludes Seller’s lawsuit pending and active with SandP Solutions, LLC. (temporarilyk) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 7, preliminarily or permanently)(A) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT, IN ENTERING INTO THIS AGREEMENT, IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY.

Representations and Warranties of the Parties. The Purchaser and the Seller Originator each represents and warrants as to itself as follows: (a) Each of the Seller Originator and the Purchaser Purchaser, has been duly organized and is validly existing and existing, is in good standing under the laws of the state of its organization as set forth in the preamble and is a "registered organization" as defined in the UCC in effect in such jurisdiction, with full corporate power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller Originator and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in the jurisdiction where its principal place of business and chief executive office are located and in each other jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of Originator's or Purchaser's business or on the Seller’s ability of Originator or Purchaser, as the Purchaser’s businesscase may be, to perform its obligations under this Agreement. (b) The sale and contribution of Contracts Receivables and related Receivables the other Purchased Assets pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite corporate action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaserassets, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser it is a party or by which it, the Seller or the Purchaser it is bound or to which any of its property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser it or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller Originator or the Purchaser for the sale or contribution of Receivables and the Contracts and related Receivables other Purchased Assets or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller Originator and the Purchaser and constitutes a valid and legally binding obligation of the Seller Originator and the Purchaser, respectively, enforceable against the Seller Originator and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).

Representations and Warranties of the Parties. The Purchaser and the Seller each 10.1 Each Party hereby represents and warrants as to itself the other Parties as follows: (a) Each of the Seller and the Purchaser has been It is a legal entity duly organized and is organized, validly existing and in good standing under the laws of the state jurisdiction of its organizationformation; (b) It has full legal right, with full power and authority to own its properties execute, deliver and to conduct its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business. (b) The sale of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under perform this Agreement and all of the contracts and documents referred to in this Agreement to which it is a party; (c) It has obtained or will obtain within 90 days from the Closing Date, all legally required, governmental or third Person consents, approvals ( and CFIUS Clearance shall have been obtained prior to the Closing Date) and authorizations necessary for the valid signing, delivery and performance of this Agreement and all of the contracts and documents referred to in this Agreement to which it is a party, and this Agreement shall constitute legal, valid and binding obligations of it, enforceable against it in accordance with its terms; (d) Neither the signing and performance of this Agreement nor the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with or hereby shall violate, result in a breach of any of the terms material term or provisions provision of, or constitute a default under, any articles of association or result in the creation any contract, agreement, law or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument regulation to which it, the Seller or the Purchaser it is a party or by which itit is bound; and (e) There is no lawsuit, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority arbitration or other such governmental agency legal proceeding pending or body is required to be obtained by or threatened against it with respect to the Seller subject of this Agreement or the Purchaser for the sale of the Contracts and related Receivables that would affect in any way its ability to enter into or the consummation of the transactions contemplated by perform this Agreement. (c10.2 AHK hereby represents and warrants to the Investors that AHK and/or its Affiliates shall have the power and right to license to the Company all the Licensed Items under Section 3.1(f) This and pursuant to the Technology License Agreement. To the knowledge of AHK, entrance into and performance of the Technology License Agreement has been duly executed not and delivered by will not violate or infringe upon any other entity’s right relating to the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)Licensed Items. (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).

Representations and Warranties of the Parties. The Purchaser Company represents to each Selling Stockholder and each Selling Stockholder represents, severally, and not jointly, to the Seller each represents and warrants as to itself as followsCompany that: (a) Each of such party has the Seller full power and authority to enter into, execute and deliver this Agreement and to perform the Purchaser has been transactions contemplated hereby and, if such party is not a natural person, such party is duly incorporated or organized and is validly existing and in good standing under the laws of the state jurisdiction of its incorporation or organization, with full power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.; (b) The sale the execution and delivery by such party of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation performance by such party of the transactions herein contemplated hereby have been duly authorized by all requisite action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement necessary corporate or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets action of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement.party; (c) This Agreement has been duly executed assuming the due authorization, execution and delivered delivery hereof by the Seller and other parties, this Agreement constitutes the Purchaser and constitutes a legal, valid and legally binding obligation of the Seller and the Purchaser, respectivelysuch party, enforceable against the Seller and the Purchaser, respectively, such party in accordance with its terms, except that the as such enforceability thereof may be subject to (a) the effects of any limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship moratorium or other laws, regulations and administrative orders similar laws affecting the creditors’ rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).generally; and (d) There is no pending orthe execution, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially delivery and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability performance of this Agreement. None Agreement by such party and the consummation of the transactions contemplated hereby will not, (i) violate any provision of the organizational or governance documents of such party, (ii) require such party to obtain any consent, approval or action of, or make any filing with or give any notice to, any governmental authority in such party’s country of organization or any other person pursuant to any instrument, contract or other agreement to which such party is a party or by which such party is threatened bound, other than any such consent, approval, action or filing that has already duly obtained or made, (iii) conflict with or result in any material breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to be restrained which such party is a party or enjoined by which such party is bound, (temporarilyiv) violate any order, preliminarily judgment or permanently)decree against, or binding upon, such party or upon its respective securities, properties or businesses, or (v) violate any law or regulation of such party’s country of organization or any other country in which it maintains its principal office.

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party represents and warrants to the other Party that as to itself as followsof the Execution Date: (a) Each of the Seller and the Purchaser has been Such Party is duly organized and is organized, validly existing and in good standing under the laws of the state jurisdiction of its organization, with incorporation and has full corporate power and authority to own its properties enter into this Agreement and to conduct its business as presently conducted. Each of carry out the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.provisions hereof; (b) The sale Such Party has taken all corporate action necessary to authorize the execution and delivery of Contracts this Agreement and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action has full power and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant authority to enter into this Agreement or the other Transaction Documents) upon any of and perform its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by obligations under this Agreement.; (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser such Party and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectivelysuch Party, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to and limited by: (ai) the effects of any applicable bankruptcy, insolvency, reorganization, receivershipmoratorium, conservatorship or and other laws, regulations and administrative orders affecting the rights of creditors laws generally applicable to creditors’ rights; and (bii) general principles judicial discretion in the availability of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).equitable relief; (d) There With the exception of required Regulatory Approvals and HSR clearance, such Party has obtained, or is no pending ornot required to obtain, the consent, approval, order, or authorization of any Third Party, or has completed, or is not required to complete, any registration, qualification, designation, declaration or filing with, any Governmental Entity, in connection with the execution and delivery of this Agreement and the performance by such Party of its knowledge after due inquiryobligations under this Agreement, threatened action including any grant of rights to the other Party pursuant to this Agreement; (e) The execution and delivery of this Agreement, and the performance by such Party of its obligations under this Agreement, including the grant of rights to the other Party pursuant to this Agreement, does not and will not: (i) conflict with, nor result in any violation of or proceeding affecting it default under any instrument, judgment, order, writ, decree, contract or provision to which such Party is otherwise bound; (ii) give rise to any lien, charge or encumbrance upon any assets of such Party or the suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval that applies to such Party, its business or operations or any of its Subsidiaries before assets or properties; or (iii) conflict with any court, governmental agency rights granted by such Party to any Third Party or arbitrator, breach any obligation that may reasonably be expected such Party has to materially any Third Party; (f) Every officer and adversely affect its condition (financial scientific employee of such Party has an obligation to assign his or otherwise), operations, properties her inventions to such Party to the extent such inventions are within the scope of his or prospects, or that purports her activities for such Party with respect to affect the legality, validity or enforceability of this Agreement. None , and all such officers and scientific employees and every technical consultant retained by such Party to provide services to such Party has an obligation to maintain the confidentiality of such Party’s confidential information; and (g) As of the transactions contemplated hereby Effective Date, each Party is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)in compliance with Section 3.4.

Representations and Warranties of the Parties. The Purchaser Purchaser, the Initial Seller and the Seller Originator each represents and warrants as to itself as follows: (a) Each of the Originator, the Initial Seller and the Purchaser has been duly organized and is validly existing and in good standing under the laws of the state of its organization, with full power and authority to own its properties and to conduct its business as presently conducted. Each of the Originator, the Initial Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Originator's, the Initial Seller’s 's or the Purchaser’s 's business. (b) The sale of Contracts and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Originator, the Initial Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Originator, the Initial Seller or the Purchaser is a party by which it, the Originator, the Initial Seller or the Purchaser is bound or to which any property or assets of it, the Originator, the Initial Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Originator, the Initial Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Originator, the Initial Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Originator, the Initial Seller and the Purchaser and constitutes a valid and legally binding obligation of the Originator, the Initial Seller and the Purchaser, respectively, enforceable against the Originator, the Initial Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).

Representations and Warranties of the Parties. The Purchaser and the Seller each 37.1 Each party represents and warrants as to itself the other as follows: (a) Each of the Seller it is a corporation duly incorporated and the Purchaser has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuance, as the state of its organizationcase may be, with full power and has all necessary corporate power, authority and capacity to own its properties property and assets and to conduct carry on its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.; (b) The sale the execution, delivery and performance of Contracts this Agreement do not, and related Receivables pursuant the fulfillment and compliance with the terms and conditions hereof by it (to this Agreementthe extent required herein) and the consummation of the transactions contemplated hereby will not, conflict with any of, or require the consent or waiver of rights of any person under, its constating documents or by-laws, nor to the best of its knowledge do or will any of the foregoing: (i) violate any provision of or require any consent, authorization or approval under any applicable law; (ii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval which has not been obtained under any agreement or instrument to which it is a party or by which it is bound or to which any of its property is subject; or (iii) result in the creation of any encumbrance upon its Interest in the Property; (c) it has all necessary power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and the execution and delivery of this Agreement and the consummation of the transactions herein contemplated in this Agreement have been duly authorized by all requisite necessary corporate action and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on its part; and (other than pursuant to d) this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectivelyit, enforceable against the Seller and the Purchaser, respectively, it in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability terms of this Agreement. None , subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the transactions contemplated hereby is court from which they are sought. 37.2 No investigations made by or is threatened on behalf of a party at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by the other party in or pursuant to be restrained this Agreement. No waiver by a party of any condition or enjoined (temporarilyother provision, preliminarily in whole or permanently)in part, shall constitute a waiver of any other condition or provision. Joint-Venture Agreement Azimut Exploration Inc. & Northwestern Mineral Ventures Inc. 37.3 The representations and warranties contained in this Article 37 shall survive the execution and delivery of this Agreement and shall continue in full force and effect for a period of two years following the conclusion of the Mining Operations.

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party represents and warrants as to itself the others as follows: (a) Each of the Seller if it is a corporation, it is a corporation duly incorporated and the Purchaser has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuance, as the state of its organizationcase may be, with full power and has all necessary corporate power, authority and capacity to own its properties property and assets and to conduct carry on its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.; (b) The sale the execution, delivery and performance of Contracts this Agreement do not, and related Receivables pursuant the fulfillment and compliance with the terms and conditions hereof (to this Agreementthe extent required herein) and the consummation of the transactions contemplated hereby will not, if applicable, conflict with any of, or require the consent or waiver of rights of any Person under, its constating documents or by-laws, if any, nor to the best of his or its knowledge do or will any of the foregoing: (i) violate any provision of or require any consent, authorization or approval under any Applicable Law; or (ii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval which has not been obtained under any agreement or instrument to which it is a party or by which he or it is bound or to which any of his or its property is subject; or (c) he or it has all necessary power, authority and capacity to enter into this Agreement and to carry out his or its obligations under this Agreement and the execution and delivery of this Agreement and, if applicable, the consummation of the transactions herein contemplated in this Agreement have been duly authorized by all requisite necessary corporate action and will not conflict with or result in a breach of any of the terms or provisions ofon its part, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance if applicable; (other than pursuant to d) this Agreement constitutes a valid and binding obligation of him or the other Transaction Documents) upon any of its property it, enforceable against him or assets or upon that of the Seller or the Purchaser, pursuant to it in accordance with the terms of any indenturethis Agreement, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any orderhowever, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the Seller or extent that equitable remedies such as specific performance and injunction are in the Purchaser for the sale discretion of the Contracts and related Receivables court from which they are sought; and (e) he or the consummation it has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated herein. No investigations made by this Agreement. (c) This Agreement has been duly executed and delivered or on behalf of a Party at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, other Party in accordance with its terms, except that the enforceability thereof may be subject or pursuant to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None No waiver by a Party of the transactions contemplated hereby is any condition or is threatened to be restrained other provision, in whole or enjoined (temporarilyin part, preliminarily shall constitute a waiver of any other condition or permanently)provision.

Representations and Warranties of the Parties. The Purchaser Each Party severally and the Seller each not jointly represents and warrants to each other Party that, as to itself as follows:at the date of this Agreement: ​ (a) Each of the Seller and the Purchaser has been if not a natural person, it is duly organized and is validly existing and in good standing under the laws of the state its country of its organization, with full power and authority to own its properties and to conduct its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (incorporation or is exempt from such requirements), formation and has obtained all necessary licenses and approvals, been in each jurisdiction in which failure to so qualify continuous existence since incorporation or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.formation; (b) The sale of Contracts and related Receivables pursuant if a natural person, it has sufficient capacity to enter into this Agreement; (c) it is not insolvent or unable to pay its debts as they fall due, and (if not a natural person) has not filed or had filed against it any petition for its winding-up, reorganization or bankruptcy (other than any filing which could not have the effect of calling into question the validity of the transactions contemplated in this Agreement); (d) it has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights and perform its obligations under this Agreement; ​ (e) its obligations under this Agreement are, or when the relevant documents are executed will be, enforceable in accordance with their respective terms; ​ (f) the execution and delivery of, and the performance of its obligations under under, this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action and will not: ​ (i) if not conflict with or a natural person, result in a breach of any provision of the terms its memorandum or provisions articles of association or by-laws or equivalent constitutional documents; ​ ​ (ii) result in a breach of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to this Agreement or the other Transaction Documents) upon any of its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser it is a party or by which it, the Seller or the Purchaser it is bound or to and which any property or assets of it, is material in the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation context of the transactions contemplated by this Agreement.; ​ (ciii) This Agreement result in a breach of any order, judgment or decree of any court or governmental entity to which it is a party or by which it is bound or submits and which is material in the context of the transactions contemplated by this Agreement; or ​ (iv) require it to obtain any consent or approval of, or give any notice to or make any registration with, any governmental entity or any third party which has not been duly executed and delivered by obtained or made at the Seller date of this Agreement, other than in connection with the registration of the ListCo Class A Common Shares with the SEC and the Purchaser and constitutes a valid and legally binding obligation registration of the Seller and ListCo BDRs with the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).CVM; (dg) There there is no proceeding pending against, or, to its the knowledge after due inquiryof such Party, threatened action against or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, such Party that may could reasonably be expected to prevent, materially and adversely affect delay or materially impair such Party’s ability to perform its condition (financial obligations hereunder or otherwise), operations, properties or prospects, or that purports to affect consummate the legality, validity or enforceability of transactions contemplated in this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently).​

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party represents and warrants as to itself as followsthe other Party that: (a) Each of the Seller and the Purchaser has been Such Party is duly organized and is organized, validly existing and in good standing under the laws of the state jurisdiction of its organization, with incorporation and has full corporate power and authority to own its properties enter into this Agreement and to conduct its business as presently conducted. Each of carry out the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.provisions hereof; (b) The sale Such Party has taken all corporate action necessary to authorize the execution and delivery of Contracts this Agreement and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action has full power and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant authority to enter into this Agreement or the other Transaction Documents) upon any of and perform its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by obligations under this Agreement.; (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser such Party and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectivelysuch Party, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to and limited by: (ai) the effects of any applicable bankruptcy, insolvency, reorganization, receivershipmoratorium, conservatorship or and other laws, regulations and administrative orders affecting the rights of creditors laws generally applicable to creditors’ rights; and (bii) general principles judicial discretion in the availability of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).equitable relief; (d) There With the exception of approval by Regulatory Authorities, such Party has obtained, or is no pending ornot required to obtain, the consent, approval, order, or authorization of any Third Party, or has completed, or is not required to complete, any registration, qualification, designation, declaration or filing with, any Governmental Entity, in connection with the execution and delivery of this Agreement and the performance by such Party of its knowledge after due inquiryobligations under this Agreement, threatened action including any grant of rights to the other Party pursuant to this Agreement; and (e) The execution and delivery of this Agreement, and the performance by such Party of its obligations under this Agreement, including the grant of rights to the other Party pursuant to this Agreement, does not and will not: (i) conflict with, nor result in any violation of or proceeding affecting it default under any instrument, judgment, order, writ, decree, contract or provision to which such Party is otherwise bound; (ii) give rise to any lien, charge or encumbrance upon any assets of such Party or the suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval that applies to such Party, its business or operations or any of its Subsidiaries before assets or properties; or (iii) conflict with any court, governmental agency rights granted by such Party to any Third Party or arbitrator, breach any obligation that may reasonably be expected such Party has to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)any Third Party.

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party represents and warrants as to itself as followsthe other Party that: (a) Each of the Seller and the Purchaser has been Such Party is duly organized and is organized, validly existing and in good standing under the laws of the state jurisdiction of its organization, with incorporation and has full corporate power and authority to own its properties enter into this Agreement and to conduct its business as presently conducted. Each of carry out the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.provisions hereof; (b) The sale Such Party has taken all corporate action necessary to authorize the execution and delivery of Contracts this Agreement and related Receivables pursuant to this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all requisite action has full power and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant authority to enter into this Agreement or the other Transaction Documents) upon any of and perform its property or assets or upon that of the Seller or the Purchaser, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any order, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or with respect to the Seller or the Purchaser for the sale of the Contracts and related Receivables or the consummation of the transactions contemplated by obligations under this Agreement.; (c) This Agreement has been duly executed and delivered by the Seller and the Purchaser such Party and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectivelysuch Party, enforceable against the Seller and the Purchaser, respectively, in accordance with its terms, except that the enforceability thereof may be subject to and limited by: (ai) the effects of any applicable bankruptcy, insolvency, reorganization, receivershipmoratorium, conservatorship or and other laws, regulations and administrative orders affecting the rights of creditors laws generally applicable to creditors' rights; and (bii) general principles judicial discretion in the availability of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).equitable relief; (d) There With the exception of approval by Regulatory Authorities, such Party has obtained, or is no pending ornot required to obtain, the consent, approval, order, or authorization of any Third Party, or has completed, or is not required to complete, any registration, qualification, designation, declaration or filing with, any Governmental Entity, in connection with the execution and delivery of this Agreement and the performance by such Party of its knowledge after due inquiryobligations under this Agreement, threatened action including any grant of rights to the other Party pursuant to this Agreement; and (e) The execution and delivery of this Agreement, and the performance by such Party of its obligations under this Agreement, including the grant of rights to the other Party pursuant to this Agreement, does not and will not: (i) conflict with, nor result in any violation of or proceeding affecting it default under any instrument, judgment, order, writ, decree, contract or provision to which such Party is otherwise bound; (ii) give rise to any lien, charge or encumbrance upon any assets of such Party or the suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval that applies to such Party, its business or operations or any of its Subsidiaries before assets or properties; or (iii) conflict with any court, governmental agency rights granted by such Party to any Third Party or arbitrator, breach any obligation that may reasonably be expected such Party has to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None of the transactions contemplated hereby is or is threatened to be restrained or enjoined (temporarily, preliminarily or permanently)any Third Party.

Representations and Warranties of the Parties. The Purchaser and the Seller each Each Party represents and warrants as to itself the others as follows: (a) Each of the Seller if it is a corporation, it is a corporation duly incorporated and the Purchaser has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuance, as the state of its organizationcase may be, with full power and has all necessary corporate power, authority and capacity to own its properties property and assets and to conduct carry on its business as presently conducted. Each of the Seller and the Purchaser is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct of the Seller’s or the Purchaser’s business.; (b) The sale the execution, delivery and performance of Contracts this Agreement do not, and related Receivables pursuant the fulfillmentand compliance with the terms and conditions hereof (to this Agreementthe extent required herein) and the consummation of the transactions contemplated hereby will not, if applicable, conflict with any of, or require the consent or waiver of rights of any Person under, its constating documents or by-laws, if any, nor to the best of his or its knowledge do or will any of the foregoing: (i) violate any provision of or require any consent, authorization or approval under any Applicable Law; or (ii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval which has not been obtained under any agreement or instrument to which it is a party or by which he or it is bound or to which any of his or its property is subject; or (c) he or it has all necessary power, authority and capacity to enter into this Agreement and to carry out his or its obligations under this Agreement and the execution and delivery of this Agreement and, if applicable, the consummation of the transactions herein contemplated in this Agreement have been duly authorized by all requisite necessary corporate action and will not conflict with or result in a breach of any of the terms or provisions ofon its part, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance if applicable; (other than pursuant to d) this Agreement constitutes a valid and binding obligation of him or the other Transaction Documents) upon any of its property it, enforceable against him or assets or upon that of the Seller or the Purchaser, pursuant to it in accordance with the terms of any indenturethis Agreement, mortgage, deed of trust, loan agreement or other agreement or instrument to which it, the Seller or the Purchaser is a party by which it, the Seller or the Purchaser is bound or to which any property or assets of it, the Seller or the Purchaser is subject, nor will such action result in any violation of the provisions of its organizational documents or of any statute or any orderhowever, rule or regulation of any federal or state court or governmental agency or body having jurisdiction over it, the Seller or the Purchaser or any of its their respective properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or any such regulatory authority or other such governmental agency or body is required to be obtained by or limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the Seller or extent that equitable remedies such as specific performance and injunction are in the Purchaser for the sale discretion of the Contracts and related Receivables court from which they are sought; and (e) he or the consummation it has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated herein. No investigations made by this Agreement. (c) This Agreement has been duly executed and delivered or on behalf of a Party at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by the Seller and the Purchaser and constitutes a valid and legally binding obligation of the Seller and the Purchaser, respectively, enforceable against the Seller and the Purchaser, respectively, other Party in accordance with its terms, except that the enforceability thereof may be subject or pursuant to (a) the effects of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship or other laws, regulations and administrative orders affecting the rights of creditors generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). (d) There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator, that may reasonably be expected to materially and adversely affect its condition (financial or otherwise), operations, properties or prospects, or that purports to affect the legality, validity or enforceability of this Agreement. None No waiver by a Party of the transactions contemplated hereby is any condition or is threatened to be restrained other provision, in whole or enjoined (temporarilyin part, preliminarily shall constitute a waiver of any other condition or permanently)provision.