Common use of Representations, Warranties and Covenants of Company Clause in Contracts

Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that (a) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect to the Deliverables. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services Agreement

Representations, Warranties and Covenants of Company. Company represents, warrants, hereby represents and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that warrants as follows: (a) Company has the full rightThe execution, power, delivery and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery performance of this Agreement and the consummation of the transactions contemplated hereby are within Company’s powers and have been duly authorized by all necessary action on the part of Company. This Agreement has been duly executed and delivered by Company and constitutes legal, valid and binding obligations of Company, enforceable against Company in accordance with its terms. (b) The execution, delivery and performance by Company of its obligations pursuant to this Agreement do does not and will not (i) contravene or conflict with the organizational documents of Company, (ii) contravene or conflict with or constitute a violation of any Applicable Law(s), or (iii) breach of or constitute a default under the provisions of any other material contract, agreement or obligation applicable instrument to Company; which it is a party or by which it is bound. (c) upon execution Company shall perform its obligations hereunder in conformance with Applicable Law(s) (and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; cGMP if applicable). (d) all information supplied by Company is not debarred and has not and shall not knowingly and intentionally use in any capacity the services of any employee or its agents to Manager third party debarred under subsections 306(a) or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any (b) of such information not misleading; the Generic Drug Enforcement Act of 1992. (e) Manager will owe no duty whatsoever As of Release To The Client, all API and Drug Product(s) delivered to Client during the Term of this Agreement: (i) shall have been Manufactured by Company in material compliance with this Agreement, the Quality Agreement, and cGMP, in each case, as in effect at the time of Manufacture, (ii) assuming compliance by Client with Section 3.7 (Labeling), shall not be adulterated or misbranded within the meaning of the Act, and (iii) shall not have been Manufactured by Company in violation of any spouse, entity, trust, owner, or other person affiliated with Company that is not designated Applicable Law(s) in this Agreement as Company; any material respect. (f) [*], Company is shall convey good title to all API and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager Drug Product(s) so delivered to Client or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; designee. (g) there Company has all necessary and proper licenses, permits, approvals and expertise to perform its Manufacturing and related duties under this Agreement and any Work Order, and all Facilities have all necessary licenses, permits, and approvals necessary to perform the Manufacturing and related duties provided in this Agreement. (h) Under no circumstances shall Company transfer any API and/ or Drug Product to any third parties, including any generic drug manufacturers, without first obtaining Client’s prior written approval, which approval may be withheld in Client’s sole discretion. (i) There are no actions, suits, proceedingsclaims, or investigations pending orproceedings pending, or to its best knowledge and belief, after due inquiry, threatened against it or any of its Affiliates in any court or by or before any governmental body or agency which would affect its ability to perform its obligations under this Agreement. (j) Company represents and warrants to Client that, to the knowledge best of Company’s knowledge, threatened against Company’s Intellectual Property, that Company may license to Client under this Agreement or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or use in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of performing Services under this Agreement; and (h) , does not infringe any patents of a third party. In performance of its obligations under this Agreement, Company shall be solely responsible for will not knowingly incorporate into the Manufacturing process any excise, transfer, sales or similar tax third party Intellectual Property except with respect to the Deliverables. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services AgreementClient’s consent.

Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that (a) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (ft) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes purpose of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect to the Deliverables. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services Agreement.

Representations, Warranties and Covenants of Company. The Company represents, warrantsrepresents and warrants to, and covenants to Managerwith, with the understanding Manager is relying upon such representations, warranties, and covenants that GKM that: (ai) The Company has the full right, power, corporate power and authority to enter into execute and deliver this Agreement and be bound by to perform its obligations hereunder, and all consents, authorizations, approvals and orders required in connection with the terms of execution, delivery and performance hereof have been obtained; (ii) this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute is a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and general principles of equity; and (diii) all information supplied by the execution, delivery and performance of this Agreement will not conflict with, result in a breach of any of the terms or provisions of, or constitute a violation or a default under, any material agreement or instrument to which the Company or any of its agents subsidiaries is a party or by which the Company or any of its subsidiaries is bound. (b) The Company shall furnish GKM with such information as GKM believes appropriate to Manager its assignment hereunder (all such information so furnished being the "Information"). The Company recognizes and confirms that GKM (i) will use, and rely primarily on, the Information and information available from generally recognized public sources (the "Other Information") in rendering its services without having independently verified the same, (ii) does not assume responsibility for the accuracy or completeness of the Information and such Other Information, (iii) will not make an appraisal of any assets of the Company and (iv) will provide its agents advice hereunder based on the Information and the Other Information. The Information to be furnished by the Company, when delivered, will be true, complete, true and correct in all material respects and will not fail to state contain any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make any the statements contained therein, in light of such information the circumstances under which they were made, not misleading; (e) Manager will owe no duty whatsoever to . The Company shall promptly notify GKM of any spouse, entity, trust, ownermaterial inaccuracy or misstatement in, or other person affiliated with Company that is not designated in this Agreement as Company; material omission from, any Information theretofore delivered to GKM. (fc) Company is and will be During the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes term of this Agreement; , the Company will give GKM prompt notice of any material change in the assets, liabilities, condition (g) there are no actionsfinancial or otherwise), suitsearnings, proceedings, business affairs or investigations pending or, to business prospects of the knowledge of Company, threatened against whether or involving Companynot arising in the ordinary course of business, brought by Company, affecting Company, or any as well as such other information concerning the business and financial condition of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect as GKM may from time to the Deliverablestime reasonably request. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services Agreement6 [GKM GERA▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇]

Representations, Warranties and Covenants of Company. Company represents, warrants, hereby represents and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that warrants as follows: (a) Company has the full rightThe execution, power, delivery and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery performance of this Agreement and the consummation of the transactions contemplated hereby are within Company’s powers and have been duly authorized by all necessary action on the part of Company. This Agreement has been duly executed and delivered by Company and constitutes legal, valid and binding obligations of Company, enforceable against Company in accordance with its terms. (b) The execution, delivery and performance by Company of its obligations pursuant to this Agreement do does not and will not (i) contravene or conflict with the organizational documents of Company, (ii) contravene or conflict with or constitute a violation of any Applicable Law(s), or (iii) breach of or constitute a default under the provisions of any other material contract, agreement or obligation applicable instrument to Company; which it is a party or by which it is bound. (c) upon execution Company shall perform its obligations hereunder in conformance with Applicable Law(s) (and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; cGMP if applicable). (d) all information supplied by Company is not debarred and has not and shall not knowingly and intentionally use in any capacity the services of any employee or its agents to Manager third party debarred under subsections 306(a) or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any (b) of such information not misleading; the Generic Drug Enforcement Act of 1992. (e) Manager will owe no duty whatsoever As of Release To The Client, all API and Drug Product(s) delivered to Client during the Term of this Agreement: (i) shall have been Manufactured by Company in material compliance with this Agreement, the Quality Agreement, and cGMP, in each case, as in effect at the time of Manufacture, (ii) assuming compliance by Client with Section 3.7 (Labeling), shall not be adulterated or misbranded within the meaning of the Act, and (iii) shall not have been Manufactured by Company in violation of any spouse, entity, trust, owner, or other person affiliated with Company that is not designated Applicable Law(s) in this Agreement as Company; any material respect. (f) Upon Release to The Client, Company is shall convey good title to all API and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager Drug Product(s) so delivered to Client or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; designee. (g) there Company has all necessary and proper licenses, permits, approvals and expertise to perform its Manufacturing and related duties under this Agreement and any Work Order, and all Facilities [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. have all necessary licenses, permits, and approvals necessary to perform the Manufacturing and related duties provided in this Agreement. (h) Under no circumstances shall Company transfer any API and/ or Drug Product to any third parties, including any generic drug manufacturers, without first obtaining Client’s prior written approval, which approval may be withheld in Client’s sole discretion. (i) There are no actions, suits, proceedingsclaims, or investigations pending orproceedings pending, or to its best knowledge and belief, after due inquiry, threatened against it or any of its Affiliates in any court or by or before any governmental body or agency which would affect its ability to perform its obligations under this Agreement. (j) Company represents and warrants to Client that, to the knowledge best of Company’s knowledge, threatened against Company’s Intellectual Property, that Company may license to Client under this Agreement or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or use in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of performing Services under this Agreement; and (h) , does not infringe any patents of a third party. In performance of its obligations under this Agreement, Company shall be solely responsible for will not knowingly incorporate into the Manufacturing process any excise, transfer, sales or similar tax third party Intellectual Property except with respect to the Deliverables. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services AgreementClient’s consent.

Representations, Warranties and Covenants of Company. The Company represents, warrantsrepresents and warrants to, and covenants to Managerwith, with the understanding Manager is relying upon such representations, warranties, and covenants that GKM that: (ai) The Company has the full right, power, corporate power and authority to enter into execute and deliver this Agreement and be bound by to perform its obligations hereunder, and all consents, authorizations, approvals and orders required in connection with the terms of execution, delivery and performance hereof have been obtained; (ii) this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute is a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and general principles of equity; and (diii) all information supplied by the execution, delivery and performance of this Agreement will not conflict in any material way with, result in a material breach of any of the terms or provisions of, or constitute a material violation or a material default under, any material agreement or instrument to which the Company or any of its agents subsidiaries is a party or by which the Company or any of its subsidiaries is bound. b. The Company shall furnish GKM with such information as GKM and the Company reasonably believe appropriate to Manager or its agents GKM's assignment hereunder (all such [LOGO] information so furnished being the "Information"). The Company recognizes and confirms that GKM (i) will be true, completeuse, and correct rely primarily on, the Information and information available from generally recognized public sources (the "Other Information") in rendering its services without having independently verified the same, (ii) does not assume responsibility for the accuracy or completeness of the Information and such Other Information, (iii) will not fail to state a make an appraisal of any assets of the Company and (iv) will provide its advice hereunder based on the Information and the Other Information. The Company shall promptly notify GKM of any material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, ownerinaccuracy or misstatement in, or other person affiliated with material omission from, any Information theretofore delivered to GKM of which the Company that is not designated in this Agreement as Company; (f) Company is and will be becomes aware. c. During the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes term of this Agreement; , the Company will give GKM prompt notice of any material change in the assets, liabilities, condition (g) there are no actionsfinancial or otherwise), suitsearnings, proceedings, business affairs or investigations pending or, to business prospects of the knowledge of Company, threatened against whether or involving Companynot arising in the ordinary course of business, brought by Company, affecting Company, or any as well as such other information concerning the business and financial condition of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect as GKM may from time to the Deliverables. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services Agreementtime reasonably request.

Representations, Warranties and Covenants of Company. The Company hereby represents, warrants, covenants and covenants to Manageragrees, in favor of and for the benefit of the Holders as follows: (i) it is duly incorporated, formed or organized, as applicable, and validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the execution, delivery and performance by it of this Agreement are within its powers, have been duly authorized, and do not contravene (A) its articles of incorporation, bylaws or other organizational documents, or (B) any applicable law, statute, regulation, ordinance, tariff or order; (iii) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority or other Person is required in connection with the understanding Manager is relying upon such representationsexecution, warrantiesdelivery, performance, validity or enforceability of this Agreement by or against it; (iv) this Agreement has been duly executed and delivered by it; (v) this Agreement constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (vi) the Company shall not, and covenants that the Company shall not permit or cause any of its Subsidiaries to, directly or indirectly, except as contemplated by this Agreement or to fulfill obligations of the Company existing as of the date of this Agreement, become subject to any contractual restriction with respect to (a) Company has the full rightgranting, powerconveying, imposition of security interests and authority liens on any of its property in favor of the Holders (or any administrative agent designated by them) that are created to enter into this Agreement secure the Transfer and be bound Payment Obligations or (b) the redemption of and payment to the Holders for the Notes on Schedule A as contemplated by the terms of this Agreement without Agreement, (vii) the consent Company shall promptly notify the Holders if it shall become aware of any other person or entityperson’s intent to obtain new liens on the Company’s property; after giving effect to this Agreement, it is in compliance with all covenants and agreements in the Indenture; (bviii) the execution any and delivery all shares of this Agreement and the performance by Company of its obligations Common Stock to issued pursuant to this Agreement do Agreement, when issued will be duly and validly issued, fully paid and nonassessable, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, preemptive or similar rights, agreements, limitations on its voting rights, charges and other encumbrances of any nature whatsoever, and the issuance of such shares is not and subject to any preemptive rights nor will not constitute a breach of or a default such issuance trigger any material anti-dilution adjustments under any other agreement warrants, options or obligation applicable similar instruments issued by, or pursuant to any agreements entered into by, the Company; (cix) upon execution in addition to and not in limitation of the foregoing, and subject to the accuracy of the Holders’ representations set forth in SECTION 9, all such shares will be issued in exchange for Notes pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act, and therefore the shares will take on the characteristics of the Notes being exchanged, including, for purposes of Rule 144(d) promulgated under the Securities Act, a holding period beginning from the original issuance date of the Notes, such that the shares when issued will be issued without any restrictive legends and, assuming the Holders are not “affiliates” of the Company, will be freely tradable without restriction under Rule 144; (x) delivery of this Agreement all shares of Common Stock to be delivered hereunder shall be delivered to the Company’s brokerage account through issuance of the shares to DTC’s depositary Cede & Co. on the first business day following the date the number of shares to be delivered is determined, and no redemption or reduction of the applicable principal amount of the notes shall be made unless and until such shares are received; (xi) all payments to be made hereunder shall be made by Company, this Agreement will constitute wire transfer in immediately available funds to the valid and binding obligation of account or accounts designated by the Holders in writing (which may include electronic transmission) to the Company; (dxii) all information supplied by the Company or its agents shall not incur new indebtedness for borrowed money (including, without limitation, purchase money indebtedness and capitalized leases and other forms of borrowed money) unless the Company uses the net proceeds from such incurrence to Manager or its agents will be true, complete, and correct and will not fail pay the amounts due to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of Holders under this Agreement; (gxiii) there are no actionsthe Company shall not, suits, proceedings, and shall not permit or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or cause any of its subsidiaries to, grant any security interest or lien upon any of its property or assets, whether now owned or hereafter acquired, except for security interests and liens (A) imposed or arising as a matter of law, (B) consisting of deposits and other liens granted or incurred in the rights ordinary course of business in connection with bank account or treasury management arrangements, statutory obligations, trade contracts, leases, insurance obligations, surety and obligations described thereinsimilar bonds, at law or and other customary commercial arrangements and (C) consisting of easements, zoning restrictions and similar encumbrances on real property and irregularities in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreementtitle thereto; and (hxiii) on the first business day of each month, the Company shall be solely responsible for any exciseprovide a certification, transfersigned by an officer of the Company on behalf of the Company, sales representing that the Company is not in default in the performance or similar tax with respect to observance of the Deliverables. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services Agreementcovenant in SECTION 8(xii) and (xiii).

Representations, Warranties and Covenants of Company. Company represents, warrantswarrants and covenants, and covenants as applicable, to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that Distributor that: 10.1.1 all Products supplied hereunder will (a) materially comply with the Product Specifications, (b) be free of material defects in function, workmanship or material, (c) be of merchantable quality and fit and suitable for Commercialization, (d) be free and clear of any and all encumbrances, liens or other third party rights or claims, and (e) be manufactured in material compliance with all Applicable Law, this Agreement and the relevant QA Requirements Document; 10.1.2 to Company’s knowledge, the Products supplied hereunder do not infringe, misappropriate or otherwise violate any intellectual property rights of a third party; 10.1.3 all issued patents within the Company IP have been prosecuted and maintained by Company in good faith and are in full force and effect, and, to Company’s knowledge, all pending patent applications within the Company IP are being prosecuted and maintained in good faith and in accordance with all Applicable Law; 10.1.4 Company has not received any written notice of a claim or written threat of a claim or litigation made by any Person against Company or its Affiliates that alleges that any Company IP existing as of the Effective Date and licensed to Distributor hereunder is invalid or unenforceable (other than patent office actions or the actions of any Regulatory Authority); 10.1.5 Company has not received written notice from a third party claiming that a patent owned by such third party would be infringed by the Commercialization of any Product in the Field in the Territory, and no third party has threatened in writing to make any such claim; 10.1.6 the inventions claimed or covered by the Company IP licensed to Distributor hereunder (a) were not conceived, discovered, developed or otherwise made in connection with any research activities funded, in whole or in part, by the federal government of the United States or any agency thereof, (b) are not a “subject invention” as that term is described in 35 USC. §201(e), (c) are not otherwise subject to the provisions of the Patent and Trademark Law Amendments Act of 1980, as amended, codified at 35 USC. §§200-212, as amended, or any regulations promulgated pursuant thereto, including in 37 C.F.R. Part 401 and (d) are not the subject of any licenses, options or other rights of any governmental authority, within the Territory; 10.1.7 Company has prepared, maintained and retained all regulatory documentation and regulatory licenses for the Products (including, for clarity, all Marketing Authorizations and any regulatory documentation and supporting data related thereto) in material accordance with Applicable Law; 10.1.8 Company has conducted, and has used reasonable efforts to cause its contractors and consultants to conduct, the development and manufacture of the Products (including all clinical studies) in accordance with Applicable Law; and 10.1.9 it has the full right, power, power and authority to enter into this Agreement and be bound by grant the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default licenses under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect to the Deliverables. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services Agreement.

Representations, Warranties and Covenants of Company. Company hereby represents, warrants, and covenants (as applicable) to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that (a) TB Alliance as follows: Company has the full right, power, power and authority to enter into grant to TB Alliance the license rights that it purports to grant hereunder; Company has not granted or will not grant to any third party any of its right, license or interest in, to or under any Company Background IP or Company Foreground IP that would conflict with, limit or adversely affect the rights granted to TB Alliance or TB Alliance’s ability to exercise the license rights granted to TB Alliance under this Agreement Agreement; Company shall not infringe or misappropriate any IP owned or controlled by any Third Party in connection with Company’s performance of the activities contemplated by this Agreement, Company has not received any claim and/or been party to any proceeding of any nature by any third party claiming the existence of any such infringement, and Company shall notify TB Alliance in writing promptly upon learning of any such actual or threatened claim or proceeding; Company confirms that no official of SU, UNITAID or WHO/PQ has received or will be bound by offered any benefit arising from this Agreement; Company represents that no payments of money or anything of value will be offered, promised or paid, directly or indirectly, to any government official: to influence any official act or decision of any government official; to induce the terms government official to do or omit to do an act in violation of this Agreement without the consent of a lawful duty; to secure any improper business advantage; or to obtain or retain business for, or otherwise direct business to Company or any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant entity in any way related to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excisehereby agrees to fully comply with the ethical standards and other obligations described in the Grant Agreement as set forth in Exhibit C in connection with undertaking the Project. No Other Representations or Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, transferNO REPRESENTATIONS OR WARRANTIES WHATSOEVER, sales or similar tax with respect to the DeliverablesWHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, IS MADE OR GIVEN BY OR ON BEHALF OF A PARTY. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services AgreementEXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED. Indemnification

Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that (a) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect to the Deliverables. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services AgreementCompany shall maintain Company’s Facility and all equipment in good working condition to ensure the cultivation of high-quality marijuana plants. For purposes of this Section, good working condition shall mean that the Facility: (i) shall meet or exceed all required security and safety laws, codes and regulations; (ii) contain sufficient and functioning grow lamps and timers; (iii) contain sufficient, functioning and programmable temperature, CO2, humidity and/or light control mechanisms; and (iv) contain sufficient and functioning plant hydration and fertigation systems, all as necessary and in compliance with applicable law.

Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that (a) Company has bas the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect to the Deliverables. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services Agreement.

Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that that: (a) Company will in good faith cooperate with respect to Manager's efforts to, on behalf of the Company, obtain and maintain all necessary approvals, licenses, permits, certificates or other authorizations to operate the Business and the timely satisfaction of any rules, regulations, laws, or other regulatory requirements that affect the Business (the "Regulatory Requirements"), including but not limited to the payment of all costs and fees associated therewith; (b) Company will comply in all respects with all applicable regulatory requirements, as amended from time to time, in the operation the Business and will cooperate with Manager's efforts to do so as well; (c) Company will fully-cooperate with Manager in all aspects of the provision of Management Services, including, but not limited to, the completion of all tasks which reasonably need to be assigned to Company by Manager; (d) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; ; (be) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; ; (cf) upon execution and delivery of this Agreement by CompanyAgreement, this Agreement will constitute the valid and binding obligation of Company; ; (dg) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and ; (h) Company shall be solely responsible is the sole intended beneficiary of the Management Services and is entering into this Agreement on behalf of itself and not for the benefit of any exciseother person or entity; (i) Manager is being engaged by Company and not any other party; U) The representations, transferwarranties, sales and covenants of Company set forth in this Section and elsewhere in the Agreement survive the termination of the Agreement for a period of two (2) years, are not lessened or similar tax with respect rendered inapplicable by any more specific or general representation, warranty, or covenant, and are not lessened or rendered inapplicable by Manager's actual or constructive knowledge of any fact or circumstance to the Deliverables. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services Agreementcontrary of any representation or warranty of Company, and are independent of any legal obligation of the Company to Manager arising as a matter of law or other agreement; and, (k) Company shall, at reasonable intervals, and as requested by the Manager, execute an estoppel certificate as requested by the Manager representing to the Manager and any third party designated by the Manager that this Agreement is in full force and effect and not subject to any breach or default on the part of the Manager.

Representations, Warranties and Covenants of Company. The Company represents, warrants, warrants and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that NFC that: (a) Company it understands that neither NFC nor Guarantor nor any person representing NFC or Guarantor has made any representation to it with respect to NFC, the full rightGuarantor, power, the Guarantee or this Agreement other than as expressly set forth herein and authority in the Guarantee; (b) the legend set forth in Section 11.14 hereof has been called to its attention; (c) it is duly authorized to enter into this Agreement and be bound the transactions contemplated hereby; (d) this Agreement has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject further as to enforceability, to general principles of equity; (e) the terms execution, delivery and performance of this Agreement, and the transactions contemplated hereby, does not and will not result in a breach or violation of, or cause a default under, its charter or enabling legislation or by-laws or similar organic document, or any provision of any law, regulation, order, license, decree, judgment or agreement applicable to or binding upon it or its assets that would have a material adverse effect on the Company’s ability to perform its obligations hereunder; (f) it is not entering into this Agreement nor relying on the Guarantee with a view to any distribution of this Agreement, the Guarantee or any interest herein or therein in violation of the Securities Act or any other applicable securities law; (g) it has had access to such financial and other information concerning NFC and the Guarantor as it has deemed necessary in connection with its decision to enter into this Agreement; (h) the execution, delivery and performance of this Agreement, and the transactions contemplated hereby, by it does not and will not violate or conflict with any contractual restriction binding on or affecting it or any of its assets, including, without limitation, any Sale Leaseback Document; (i) in the consent event that NFC provides collateral with respect to its obligations under the Letters of Credit, such collateralization by NFC will not violate any Sale Leaseback Document; (j) it has sufficient knowledge and experience in business and financial matters in general, and transactions such as this Agreement in particular, to enable it to evaluate the merits and risks involved; (k) it (i) is solvent, (ii) will not be rendered insolvent upon the consummation of the transactions contemplated by this Agreement, (iii) it does not have an unreasonably small capital with which to conduct the businesses in which it is currently engaged and its contemplated business operations and (iv) does not have debts beyond its ability to pay as such debts mature; (l) neither the Company nor any of its Affiliates nor any director, officer, employee, or agent associated with or acting on behalf of the Company or any of its Affiliates (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) offered, paid, given, promised to pay, authorized the payment of, or taken any action in furtherance of the payment of anything of value directly or indirectly to a Government Official or any other person to improperly influence the recipient’s action or entityotherwise to obtain or retain business or to secure an improper business advantage; or (biii) violated or is in violation of any provision of any Anti-Corruption Laws; (m) the execution operations of the Company and delivery any of its Affiliates are and have been conducted at all times in compliance with all Anti-Money Laundering Laws and no action, suit or proceeding by or before any governmental authority or any arbitrator involving the Company or any of its Affiliates with respect to Anti-Money Laundering Laws is pending and no such actions, suits or proceedings are threatened or contemplated; (n) neither the Company nor any of its Affiliates nor any director, officer, employee, or agent associated with or acting on behalf of the Company or any of its Affiliates shall (i) use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) offer, pay, give, promise to pay, authorize the payment of, or take any action in furtherance of the payment of anything of value directly or indirectly to a Government Official or any other person to improperly influence the recipient’s action or otherwise to obtain or retain business or to secure an improper business advantage or (iii) by act or omission, violate any Anti-Corruption Laws; (o) the Company (i) shall, and shall cause each of its Affiliates to, conduct its operations at all times in compliance with all Anti-Money Laundering Laws and (ii) shall not, directly or indirectly, through itself or any Affiliate, use this Agreement and the performance by Company transactions contemplated hereby for the purpose of financing or facilitating any activity that would violate any Anti-Money Laundering Law; (p) in connection with this Agreement and all of its obligations pursuant to this Agreement do business with, through or involving NFC or the LC Provider, the Company has not violated, will not violate, and will not constitute a breach of cause NFC or a default under the LC Provider to violate any other agreement economic or obligation applicable to Companyfinancial sanctions or trade embargoes implemented, administered or enforced by the French, United Kingdom or United States governments or the United Nations or the European Union (collectively, “Sanctions”); and (cq) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state involve or include, directly or indirectly, any person that is a material fact necessary to make subject of Sanctions in any of such information not misleading; (e) Manager will owe no duty whatsoever its dealings with NFC or the LC Provider or related to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect to the Deliverables. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services Agreement.

Representations, Warranties and Covenants of Company. Company represents, warrantshereby represents and warrants to Investor that the following are true and correct as of the date hereof, and covenants as of each Closing Date: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to Manager, with own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the understanding Manager is relying upon nature of the business conducted or property owned by it makes such representations, warranties, and covenants that qualification necessary; (aiii) Company has registered its Common Stock under Section 12(g) of the full rightSecurities Exchange Act of 1934, poweras amended (the “1934 Act”), and authority is obligated to enter into this Agreement and be bound by file reports pursuant to Section 13 or Section 15(d) of the terms of this Agreement without the consent of any other person or entity1934 Act; (biv) each of the Transaction Documents and the Additional Investment Documents, if applicable, and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company; (v) this Agreement, the New Note, the Security Agreement, and the other Transaction Documents have been duly executed and delivered by Company and constitute the valid and binding obligations of Company enforceable in accordance with their terms; (vi) the execution and delivery of this Agreement the Transaction Documents and the performance Additional Investment Documents, if applicable, by Company, the issuance of Securities in accordance with the terms hereof and thereof, and the consummation by Company of its obligations pursuant to this Agreement the other transactions contemplated by the Transaction Documents and the Additional Investment Documents do not and will not constitute (except in the case of clause (vi)(a) or (vi)(b) for such conflict or breach that would not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, or on the transactions contemplated hereby) conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (a) Company’s formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or obligation applicable instrument to Company; which Company is a party or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock, or (c) upon execution and delivery any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of this Agreement by Companyany court, this Agreement will constitute the valid and binding obligation United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s properties or assets; (di) all information supplied no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of Company is required to be obtained by Company or its agents for the issuance of the Securities to Manager or its agents will be trueInvestor; (ii) none of Company’s filings with the SEC contained, completeat the time they were filed, and correct and will not fail to state any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make any the statements made therein, in light of such information the circumstances under which they were made, not misleading; (eiii) Manager will owe no duty whatsoever Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any spousesuch report, entityschedule, trustform, owner, statement or other person affiliated with Company that is not designated in this Agreement as Companydocument prior to the expiration of any such extension; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (giv) there are is no actionsaction, suitssuit, proceedingsproceeding, inquiry or investigations investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or Company before or by any federal, state, municipal, governmental authority or other non-governmental department, commission, board, agencybureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding which would adversely affect the validity or enforceability of, or instrumentalitythe authority or ability of Company to perform its obligations under, domestic any of the Transaction Documents; (v) Company has not consummated any material financing transaction that has not been disclosed in a periodic filing or foreigncurrent report with the SEC under the 1934 Act; (vi) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (vii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such actionBroker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (viii) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor, suitInvestor’s employees, proceedingofficers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any such claimed or investigation been pending during existing Broker Fees; (ix) when issued, the twentyConversion Shares will be duly authorized, validly issued, fully paid for and non-four assessable, free and clear of all liens, claims, charges and encumbrances; (24x) month period preceding neither Investor nor any of its officers, directors, stockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Effective Date Transaction Documents and the Additional Investment Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents and the Additional Investment Documents, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents and the Additional Investment Documents; (xi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and the Additional Investment Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, as set forth more specifically in Section 12.3 below, shall be applicable to the Transaction Documents, the Additional Investment Documents, and the transactions contemplated therein; (xii) the Prior Note represents Company’s unconditional obligation to pay the outstanding balance of the Prior Note pursuant to the terms thereof and, immediately prior to its cancellation pursuant to the terms of this Agreement, is not subject to any offset, counterclaim, defense, or reduction of any kind; and (hxiii) Company shall be solely responsible for any excisehas performed due diligence and background research on Investor and its affiliates including, transferwithout limitation, sales or similar tax ▇▇▇▇ ▇. ▇▇▇▇, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the Deliverablesundertakings and relationships contemplated by the Transaction Documents including, among other things, the following: ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services Agreement07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the matters described in subsection (xiii) above, acknowledges and agrees that such matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of its obligations under the Transaction Documents or in any attempt to a void, modify or reduce such obligations.

Representations, Warranties and Covenants of Company. Company COMPANY hereby represents, warrants, warrants and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that PFIZER as follows: (a) Company has The Facility and all equipment, tooling and molds utilized in the full rightmanufacture and supply of Product(s) hereunder by COMPANY are, poweras of the date hereof, and authority to enter into this Agreement and be bound by shall continue during the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery Term of this Agreement and any Addendum to be maintained, in good operating condition. The manufacturing and storage operations utilized in the production of Product(s) hereunder (including the Facility); the installation, operation and maintenance (and repair or replacement, if any) of the Facility and the equipment, tooling and molds utilized in connection herewith; and the procedures and processes (including the installation, operation and performance qualifications and disposal of all Waste) carried out by Company COMPANY hereunder, have been conducted and carried out, as of its obligations pursuant to the date hereof, and shall continue during the Term of this Agreement do not and will not constitute a breach any Addendum to be conducted and carried out, in material compliance with all applicable Laws, including cGMP and health and safety laws. (b) As of the date hereof (i) COMPANY is, and during the Term of this Agreement and any Addendum, COMPANY shall continue to be, in material compliance with all applicable Laws, and (ii) COMPANY holds, and during the Term of this Agreement and any Addendum shall continue to hold, all licenses, permits and similar governmental authorizations necessary or a default under any other agreement or obligation applicable required for COMPANY to Company; conduct its operations and business in the manner currently conducted and as otherwise contemplated herein. (c) The Product(s) furnished by COMPANY to PFIZER under this Agreement or any Addendum: (i) shall be of the quality specified in, and shall conform with, the Specifications, any other quality assurance requirements instructed by PFIZER, the Quality Agreement, the Addendum and all applicable Laws, and shall be manufactured, processed, stored and delivered in conformity with the Specifications, other quality assurance requirements instructed by PFIZER, the Quality Agreement, the Addendum and all applicable Laws, and shall not contain any material which material has not been used, handled or stored in accordance with the Specifications, any other agreed upon execution quality assurance requirements of PFIZER or the supplier of such material, the Quality Agreement, the Addendum and delivery all applicable Laws; (ii) shall not contain any material that would cause the Product(s) to be adulterated; (iii) shall be free from defects in materials and workmanship; and (iv) shall, at the time delivered, have a remaining shelf-life consistent with PFIZER’s requirements as such requirements may evolve over the Term of this Agreement by Company, this Agreement will constitute based upon stability testing and other scientific data and as per specified in the valid and binding obligation of Company; Addendum. (d) The Intellectual Property related to the Product(s), owned or controlled by COMPANY and its Affiliates includes all information supplied rights and licenses necessary for COMPANY to manufacture and supply the Product(s) in accordance with the Specifications as of the date hereof and the manufacturing and use of the Intellectual Property owned or controlled by Company or COMPANY and its agents to Manager or its agents will be true, complete, and correct and Affiliates will not fail to state a material fact necessary to make infringe the intellectual property rights of any of such information not misleading; third party. (e) Manager will owe COMPANY is aware of no duty whatsoever patents or any other prior art that invalidates or would invalidate any of the patents included in the Intellectual Property related to any spouse, entity, trust, ownerthe Product(s), or other person affiliated with Company prevent the issuance, in any country, of any of the patent applications included in the Intellectual Property. To COMPANY’s knowledge, each patent included in the Intellectual Property was validly issued under the laws of the country that is not designated in this Agreement as Company; issued it. (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance As of the purposes date hereof, neither COMPANY nor its Affiliates have received a written claim or threat of this Agreement; a claim that the Intellectual Property that is owned or controlled by COMPANY or any Affiliate of COMPANY infringes any third party’s intellectual property rights. (g) there are no actionsCOMPANY has the legal power, suitsauthority and right to supply, proceedings, or investigations pending or, transfer and grant access to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twentyits know-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect how pursuant to the Deliverables. Blue Chip – RaiseWise USA Crowdfunding Platform Management Services AgreementSection 3.12 hereof.