Representations and Warranties Regarding 1Verge. Each 1Verge Group Member hereby severally and not jointly represents and warrants to the Investor that: (a) 1Verge is duly organized, validly existing and in good standing under the laws of the British Virgin Islands, (b) from and after the Closing Date, 1Verge does not hold any assets other than the Ordinary Shares indicated on Schedule C hereto and is not engaged in any business or activity other than those incidental to the holding and disposition of such Ordinary Shares; (c) except as otherwise indicated on Schedule C hereto, as of the date of this Agreement and as of the Closing Date, such 1Verge Group Member is the sole beneficial owner of and has good and valid title to the 1Verge Shares listed across from its name in Schedule C hereto, free and clear of any Encumbrance, other than any Encumbrance pursuant to this Agreement, the 1Verge Constitutional Documents, any agreements indicated on Schedule B or any restrictions under applicable securities Laws; (d) as of the date of this Agreement and as of the Closing Date, such 1Verge Group Member’s Existing Shares listed across from its name in Schedule C hereto constitute all of the 1Verge Shares beneficially owned or owned of record by such 1Verge Group Member; (e) all of the 1Verge Shares are entitled to an equal number of votes per 1Verge Share and entitled to the same economic and other rights, preferences and privileges; (f) the 1Verge Group has heretofore furnished or otherwise made available to the Investor a complete and correct copy of the constitutional documents of 1Verge, as amended to date (the “1Verge Constitutional Documents”), which are in full force and effect; and (g) except as otherwise indicated on Schedule B, other than this Agreement, there is no shareholders agreement, voting agreement or other arrangement with respect to the ownership, voting or disposition of 1Verge Shares or the ownership structure of 1Verge.
