Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other that, as of the Effective Date and covenants that at all times during the Term, it will ensure that: (a) it It is a legal entity duly organized and created, validly existing and is in good standing under the laws of the jurisdiction of in which it is created, and is in good standing in each other jurisdiction where the failure to be in good standing would have a material adverse effect on its incorporation business or organizationits ability to perform its obligations under this Agreement; (b) It has all necessary legal power and authority to own, lease and operate its assets and to carry on its business as presently conducted and as it will be conducted pursuant to this Agreement; c) It has the all necessary legal power and authority to enter into this Agreement and to perform its obligations hereunder, and the execution and delivery of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary actions on its part; (c) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this This Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are constitutes a legal, valid and bindingbinding obligation of such Party, enforceable against it in accordance with their respective its terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (fe) no Event of DefaultIt is not a party to, or Potential Event of Default, has occurred and is continuingnot bound or affected by or subject to, and none will occur any instrument, agreement, charter or by-law provision, law, rule, regulation, judgment or order which would be contravened or breached as a result of its entering into or performing the execution of this Agreement or any Transaction; (g) it is not relying upon any representations the consummation of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) transactions contemplated hereunder; (lf) there It is no not the subject of any pending or threatened litigation (including claims subject to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator arbitration) that is likely to materially adversely affect the ability of either would prevent such Party to perform from performing its obligations hereunder;under this Agreement; and (mg) it It is in compliance with all applicable laws, rules, orders, regulations and other legal requirements in effect as the same may relate in a “forward contract merchant” within material way to each of its respective businesses and provision or use of the meaning Services. All such representations, warranties and covenants shall continue during the Term of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within if, at any time, any event has occurred that would make any of the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”foregoing representations or warranties not true, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to such Party shall promptly notify the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;writing.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Lawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any TransactionAgreement; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction Transaction and as to whether such transaction Transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25).; (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties.; and (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;.

Mutual Representations and Warranties. On the Effective Execution Date and on each Trade Delivery Date, each Party represents and warrants to the other that: (a) it is duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organizationformation; (b) it has the power and authority to enter into this Agreement and all Governmental Approvals necessary for it to perform its obligations hereunderunder this Agreement, except on the Execution Date only for (i) CPUC Approval in the case of Buyer, and (ii) all permits necessary to install, operate and maintain the Project in the case of Seller; (c) its execution the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate or conflict with Applicable Lawany of the terms and conditions in its governing documents, any provision of its constituent documents, contracts to which it is a party or any contract law, rule, regulation, order or the like applicable to it; (d) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding on obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; (e) it is not Bankrupt and there are no proceedings pending or affecting being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; (f) there is not pending or, to its knowledge, threatened against it or any of its assets or Affiliates any order or judgment of any Governmental Authority applicable legal proceedings that could materially adversely affect its ability to it or perform its assetsobligations under this Agreement; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (fg) no Event of Default, or Potential Event of Default, Default with respect to it has occurred and is continuing, continuing and none will no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any TransactionAgreement; (gh) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions decision to enter into each transaction this Agreement and as to whether such transaction this Agreement is appropriate or proper for it based upon its own judgment and any judgment, is not relying upon the advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability recommendations of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; and (i) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take Delivery of the Product, as provided in this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;Agreement.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Lawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any TransactionAgreement; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction Transaction and as to whether such transaction Transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25).; (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties.; and (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party as of the Effective Date, and shall be deemed to represent and warrant as of the date of any purchase of Product hereunder, that: 17.1.1 it is (ai) an “eligible contract participant” as defined in the U.S. Commodity Exchange Act, as amended, and (ii) a “forward contract merchant” under section 101(26) and a “master netting agreement participant” under section 101(38B), for purposes of the Bankruptcy Code; 17.1.2 it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation or organization; (b) it and, if relevant under such laws, in good standing, has the power to execute and authority to enter into deliver this Agreement and any other related documentation that it is required by this Agreement to deliver and to perform its obligations hereunderunder this Agreement, and has taken all necessary action to authorize such execution, delivery and performance; (c) its execution 17.1.3 such execution, delivery and performance do not violate or conflict with with, in any material respect, any Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets constitutional documents or any order or judgment of any court or Governmental Authority applicable to it or its assetsAuthority; (d) 17.1.4 all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied witheffect; (e) 17.1.5 its obligations hereunder are under this Agreement constitute its legal, valid and bindingbinding obligations, enforceable in accordance with their respective terms, terms (subject to applicable bankruptcy bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (f) 17.1.6 no Termination Event of Default, or Potential Event of Default, has occurred and is continuing, and none will no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; 17.1.7 there is not pending, nor to its knowledge threatened against it, any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Transactionits ability to perform its obligations under this Agreement; 17.1.8 it has entered into the Transaction Documents and will enter into any transaction thereunder as principal (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent advisor, agent, broker or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto and with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions decision to enter into each the Transaction Documents and any transaction and as to whether such the Transaction Documents and any transaction is are appropriate or proper suitable for it based upon its own judgment and any upon advice from such advisors advisers as it has deemed necessary and not in reliance upon any view expressed by the any other Party; 17.1.9 it is capable of assessing the merits of and understanding (kon its own behalf or through independent professional advice) it has not received from the other Party Transaction Documents and any assurancetransaction, guarantee or promise as to understands and accepts the expected or projected successterms, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunderconditions and risks of the Transaction Documents and any transaction and is capable of assuming and assumes the risks of the Transaction Documents and any transactions contemplated thereunder; (l) there 17.1.10 it is no pending not bound by any agreement that would preclude or to hinder its knowledge threatened litigationexecution, arbitration delivery or administrative proceeding before performance of any Governmental Authority or any arbitrator that is likely to materially adversely affect of the ability of either Party to perform its obligations hereunderTransaction Documents; (m) 17.1.11 neither it is a “forward contract merchant” within the meaning nor any of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have its Affiliates has been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing contacted by or on behalf of it to the negotiated with any finder, broker or other Party intermediary in connection with this Agreement are truethe sale of Product hereunder who is entitled to any compensation with respect thereto; and 17.1.12 none of its directors, accurate and complete officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in every material respect and do not omit a material fact that would otherwise make connection with any of the information, document or statement misleading;Transaction Documents.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party as of the Effective Date that: (a) it 7.1.1 such Party is duly organized organized, validly existing, and validly existing in good standing under the laws Laws of the jurisdiction of its incorporation or organization; (b) it and has the full corporate power and authority to enter into this Agreement and to perform its obligations hereundercarry out the provisions hereof; (c) its 7.1.2 execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) the performance by such Party of its obligations hereunder are have been duly authorized; 7.1.3 this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and bindingvalid, binding obligation, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at lawthe terms hereof; (f) no Event 7.1.4 the performance of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement by it does not create a breach or default under any Transaction; (g) other agreement to which it is not relying upon any representations of the other Party other than those expressly set forth hereina party, and it is acting for its own account, and not as agent which breach or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by default would adversely affect the other Party; (k) it has 7.1.5 the execution, delivery, and performance of this Agreement by such Party does not received from the other Party conflict with any assuranceagreement, guarantee instrument, or promise as understanding, oral or written, to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) which it is a “forward contract merchant” within party or by which it is bound, nor violate any Law of any court, governmental body or administrative or other agency having jurisdiction over such Party; 7.1.6 no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Laws currently in effect, is or will be necessary for, or in connection with, the meaning transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of United States Bankruptcy Code §101(26), and its obligations under this Agreement and all Transactions hereunder constitute “forward contracts” within such other agreements, except as may be required under the meaning Stock Purchase Agreement, to obtain HSR Act clearance (as further described in Section 4.1.6), or applicable Regulatory Approvals or Regulatory Filings related to the Development, Commercialization, or manufacture of Collaboration Compounds or Licensed Products; and 7.1.7 such Party has not employed and, to its knowledge, has not used a contractor or consultant that has employed, any individual or entity (i) debarred by the FDA (or subject to a similar sanction of EMEA or other applicable Regulatory Authority), (ii) who is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMEA or other applicable Regulatory Authority), or (iii) has been charged with or convicted under United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it Law for conduct relating to the other Party development or approval, or otherwise relating to the regulation of any Licensed Product under the Generic Drug Enforcement Act of 1992, in connection with this Agreement are trueeach case, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;conduct of its activities prior to the Effective Date.

Mutual Representations and Warranties. ‌ On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Lawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any TransactionAgreement; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction Transaction and as to whether such transaction Transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25).; (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties.; and (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) : it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) ; it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) ; its execution and performance do not violate or conflict with Applicable Lawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) ; all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) ; its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) ; no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) Agreement; it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) ; it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) ; it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) ; it has made its own independent trading and investment decisions to enter into each transaction Transaction and as to whether such transaction Transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) ; it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) ; to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) ; it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25). (n) ; it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) ; and all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;. Additional Warranties of Seller. With respect to each Designated System, Seller represents and warrants to Buyer on the Trade Date through the expiry of the Delivery Term that such Designated System complies with the Applicable Program. Upon each Delivery, Seller represents and warrants to Buyer as follows: at the time of Delivery, Seller has the right to convey title to any and all of the RECs Delivered to Buyer in accordance with this Agreement free and clear of any and all liens or other encumbrances or title defects; Seller has sold and transferred the RECs once and only once exclusively to Buyer; the RECs and any other Environmental Attributes sold hereunder have not expired and have not been, nor will be retired, claimed or represented as part of electricity output or sale, or used to satisfy any renewable energy or other carbon or renewable generation attributes obligations under Illinois law or in any other jurisdiction; and that it has made no representation, in writing or otherwise, that any third-party has received, or has obtained any right to, such RECs that are inconsistent with the rights being acquired by Buyer hereunder; and the Product is Regulatorily Continuing and complies with the Applicable Program.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party as of the Effective Date, and shall be deemed to represent and warrant as of the Commencement Date and as of the date of any purchase of Crude Oil hereunder, that: 17.1.1 it is (aA) an “eligible commercial entity” and an “eligible contract participant” as defined in Sections 1a(11) and 1a(12) of the U.S. Commodity Exchange Act, as amended, and (B) a “forward contract merchant” under section 101(26) and a “master netting agreement participant” under section 101(38B), for purposes of the Bankruptcy Code; 17.1.2 it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation or organization; (b) it and, if relevant under such laws, in good standing, has the power to execute and authority to enter into deliver this Agreement and any other related documentation that it is required by this Agreement to deliver and to perform its obligations hereunderunder this Agreement, and has taken all necessary action to authorize such execution, delivery and performance; (c) its execution 17.1.3 such execution, delivery and performance do not violate or conflict with any Applicable LawLaw in any material respect, any provision of its constituent constitutional documents, order or judgment of any court or Governmental Authority or, in any material respect, any of its assets or any contract contractual restriction binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) 17.1.4 all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into this Agreement (including any internal authorizations, approvals and performing consents required by such Party under its organizational documents) have been obtained or submitted and are in full force and effect, and all conditions of this Agreement have been obtained or submitted and are in full force and effect effect, and all conditions thereof of any such authorizations, approvals, consents, notices and filings have been complied with, in all material respects; (e) 17.1.5 its obligations hereunder are under this Agreement constitute its legal, valid and bindingbinding obligations, enforceable in accordance with their respective terms, terms (subject to applicable bankruptcy bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (f) 17.1.6 it is in good standing under the laws of each jurisdiction in which it is required to perform under this Agreement, and all governmental and other authorizations, approvals, consents, notices, licenses and filings that are required to have been obtained or submitted by it in order to perform under this Agreement under the Applicable Laws of each relevant jurisdiction have been obtained or submitted and are in full force and effect; 17.1.7 no Termination Event of Default, or Potential Event of Default, Default has occurred and is continuing, and none will no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; 17.1.8 there is not pending, nor to its knowledge threatened against it, any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Transactionits ability to perform its obligations under this Agreement; (g) 17.1.9 it is not relying upon any representations of the any other Party other than those expressly set forth herein, in this Agreement; 17.1.10 it has entered into the Transaction Documents and it is acting for its own account, will enter into any transaction thereunder as principal (and not as agent advisor, agent, broker or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto and with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions decision to enter into each the Transaction Documents and any transaction and as to whether such the Transaction Documents and any transaction is are appropriate or proper suitable for it based upon its own judgment and any upon advice from such advisors advisers as it has deemed necessary and not in reliance upon any view expressed by the any other Party; 17.1.11 it is capable of assessing the merits of and understanding (kon its own behalf or through independent professional advice) the Transaction Documents and any transaction, understands and accepts the terms, conditions and risks of the Transaction Documents and any transaction, and is capable of assuming, and assumes, the risks of the Transaction Documents and any transactions contemplated thereunder; and it has not received from is capable of assuming those risks; 17.1.12 the other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to this Agreement, (ii) is not acting as a financial advisor or fiduciary or in any assurance, similar capacity with respect to this Agreement and (iii) has not given to it any assurance or guarantee or promise as to the expected performance or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunderresult of this Agreement; (l) there 17.1.13 it is no pending not bound by any agreement that would preclude or to hinder its knowledge threatened litigationexecution, arbitration delivery, or administrative proceeding before performance of any Governmental Authority or any arbitrator that is likely to materially adversely affect of the ability of either Party to perform its obligations hereunderTransaction Documents; (m) 17.1.14 neither it is a “forward contract merchant” within the meaning nor any of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have its Affiliates has been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing contacted by or on behalf of it to the negotiated with any finder, broker or other Party intermediary in connection with this Agreement are truethe sale of Crude Oil hereunder who is entitled to any compensation with respect thereto; and 17.1.15 none of its directors, accurate and complete officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in every material respect and do not omit a material fact that would otherwise make connection with any of the information, document or statement misleading;Transaction Documents.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party, as of the date hereof, that: (a) it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation or organizationformation and has the full corporate power and authority to execute, deliver and perform this Agreement, and to consummate the transactions contemplated hereby; (b) it has the power execution, delivery and authority to enter into performance of this Agreement and to perform the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on its obligations hereunderpart; (c) this Agreement has been duly executed and delivered and constitutes its execution legal, valid, and performance do not violate or conflict binding obligations enforceable against it in accordance with Applicable Law, any provision the terms of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assetsthis Agreement; (d) all governmental the execution, delivery and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing performance of this Agreement have been obtained and the consummation of the transactions contemplated hereby do not (i) violate (A) any law or submitted any governmental rule or regulation applicable to it, in any material respect, (B) memorandum and are articles of incorporation, bylaws or other charter or organizational documents, or (C) any material order, judgment or decree of any court, governmental body or administrative or other agency having jurisdiction over it; or (ii) conflict with, result in full force and effect and all conditions thereof have been complied witha breach of or constitute a default under any contract or agreement to which it is a party or by which it is bound; (e) no consent, approval or authorization of or from any third party, including any governmental entity, whether prescribed by law, regulation, contract or agreement, is required in order for its obligations hereunder are legalexecution or delivery of this Agreement to be effective, valid except for such filings with the U.S. Securities and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally Exchange Commission as may be required under Sections 13 and subject16 of the Securities Exchange Act of 1934, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law;amended; and (f) there is no Event of Defaultaction, suit, proceeding, inquiry or investigation before or by any governmental entity or any self-regulatory organization or body pending or, to its knowledge, threatened against or affecting it that challenges, or Potential Event may have the effect of Defaultpreventing, has occurred and is continuingdelaying, and none will occur as a result of its entering into making illegal, or performing otherwise interfering with, this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth hereinagreements, instruments and it is acting for its own account, documents executed and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending delivered or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) be executed and delivered by it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;Agreement.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to each of the other thatParties as follows and acknowledges that the other Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: (a) it is duly organized incorporated, amalgamated, continued or formed, as applicable, and is validly existing under the laws of the its governing jurisdiction of its incorporation or organization; (b) it and has the corporate power and authority to enter into this Agreement and and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder; (cb) its except as disclosed in the Circular or in writing to the other Parties, the execution and performance delivery of this Agreement by it and the completion by it of the transactions contemplated herein do not and will not: (i) result in the breach of, or violate any term or conflict with Applicable Law, any provision of its constituent constating documents; (ii) conflict with, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any contract binding on agreement, instrument, license, permit or affecting authority to which it is a party or by which it is bound, or to which any assets of such Party are subject, or result in the creation of any Encumbrance upon any of its assets under any such agreement or instrument, or give to others any interest or right, including rights of purchase, termination cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would have a material adverse effect on it; or (iii) violate any provisions of any Applicable Law or any judicial or administrative award, judgement, order or judgment decree applicable and known to it, the violation of any Governmental Authority applicable which would have a material adverse effect on it; (c) no dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or, to it or its assets;such Party’s knowledge, is proposed in respect of it, except as contemplated by the Plan of Arrangement; and (d) all governmental the execution and other authorizations, approvals, consents, notices delivery of this Agreement and filings that are required to the completion of the transaction contemplated herein have been obtained duly approved by its board of directors or submitted by it with respect to entering into the board of directors of its general partner (as applicable) and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, constitutes a valid and binding, binding obligation of such Party enforceable against it in accordance with their respective its terms, subject to applicable bankruptcy or similar bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to equitable general principles of general application regardless equity and limitations upon the enforcement of whether enforcement is sought in a proceeding in equity indemnification for fines or at penalties imposed by law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each (a) Each Party represents and warrants to the other that: : (ai) it is duly organized and organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation or organization; (b) it formation, and has the all requisite corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder;, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate or partnership action; and (iii) this Agreement is legally binding upon it, enforceable against it in accordance with its terms, except as enforcement may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a Party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. (cb) its Each Party represents and warrants to the other that neither the execution and performance do not the delivery of this Agreement by it, nor the consummation by it of the transactions contemplated hereby shall (with or without the giving of notices or the passage of time) (i) violate any applicable law or conflict with Applicable Lawother restriction of any government, governmental authority or court to which it is subject or any provision of its constituent the charter or bylaws (or other organizational documents) of such Party or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Third Party the right to accelerate, terminate, modify or cancel, or require any contract binding on notice under any agreement, contract, lease, license, instrument or affecting other arrangement to which it is a party or by which it or any of its assets or any order or judgment is bound which (in the case of any Governmental Authority applicable to it or its assets; clause (dii) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (eonly) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially could adversely affect the ability consummation of either Party to perform its obligations hereunder; the transactions contemplated hereby or result in the imposition of any lien, security interest, charge, claim, encumbrance, limitation, restriction on use or transfer, conditional sale or other title retention device or arrangement (m) it is including a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26capital lease), and this Agreement and all Transactions hereunder constitute “forward contracts” within transfer for the meaning purpose of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it subjection to the payment of any indebtedness, or restriction on the creation of any of the foregoing, upon any of the AMYRIS Technology. AMYRIS is not required by any Legal Requirement to give any notice to, make any filing with or obtain any authorization, consent or approval of, any government or governmental authority or other Party third party in connection with order for AMYRIS to consummate the transactions contemplated by this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;Agreement.

Mutual Representations and Warranties. On the Effective Date Each of Buyer and on each Trade DateSeller (for itself, each Party not jointly, but severally) represents and warrants to the other that: that (ai) it is duly organized authorized to execute and validly existing deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance; (ii) it will engage in such Transactions as principal; (iii) the person signing this Agreement on its behalf is duly authorized to do so on its behalf; (iv) this Agreement is legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar debtor/creditor laws and general principles of equity and public policy, (v) no approval, consent or authorization of any Transaction contemplated by this Agreement from any federal, state, or local regulatory authority having jurisdiction over it is required or, if required, such approval, consent or authorization has been or will, prior to the Purchase Date for such Transaction, be obtained; (vi) the execution, delivery, and performance of this Agreement and the Transactions hereunder will not violate any law, regulation, order, judgment, decree, ordinance, charter, by-law, or rule applicable to it or its property or constitute a default (or an event which, with notice or lapse of time, or both would constitute a default) under the laws or result in a breach of the jurisdiction any material agreement or other material instrument by which it is bound or by which any of its incorporation or organization; assets are affected; (bvii) it has the power received approval and authority authorization to enter into this Agreement and each and every Transaction actually entered into hereunder pursuant to perform its obligations hereunder; internal policies and procedures; and (cviii) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing neither this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of nor any Transaction will not be considered investment advice pursuant hereto are entered into in contemplation of insolvency or a recommendation with intent to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate hinder, delay or proper for it based upon its own judgment and defraud any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)creditor. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date Buyer and on Seller each Trade Date, each Party represents and warrants to the other as of the Effective Date, the Delivery Commencement Date and as of each Delivery that: (ai) it There are no suits, proceedings, judgments, ruling or orders pending, or to its Knowledge, threatened, by or before any court or any Governmental Authority that materially and adversely affect its ability to perform, or the rights of the other Party, under this Agreement. (ii) It is duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization; (b) formation, and it has the legal right, power and authority and is qualified to enter into this Agreement conduct its business and to perform its obligations hereunder;. (ciii) its execution The making and performance do not violate by it of this Agreement is within its powers and has been duly authorized by all necessary action on its part. (iv) This Agreement constitutes a legal, valid and binding act and obligation of it, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws affecting creditor’s rights generally. (v) No Event of Default under Clause 24 with respect to it or, to its Knowledge, event, which with notice and or conflict with Applicable Lawa lapse of time would constitute such an Event of Default, any provision has occurred and is continuing, and no such event or circumstance would occur as a result of its constituent documentsentering into or performing its obligations under this Agreement. (vi) It is an “Eligible Contract Participant” as defined in Section 1a(12) of the Commodity Exchange Act, or any as amended. (vii) It is a “forward contract binding on or affecting merchant,” as defined in Section 101(26) of the Bankruptcy Code, in respect of this Agreement and each sale of Oil hereunder, and each sale of Oil hereunder is a forward contract for purposes of the Bankruptcy Code. (viii) It is a “master netting agreement participant,” as defined in Section 101(38B) of the Bankruptcy Code, in respect of this Agreement and each sale of Oil hereunder, and each sale of Oil hereunder is a master netting agreement for purposes of the Bankruptcy Code. (ix) Neither it or nor any of its assets Affiliates has been contacted by or negotiated with any order finder, broker or judgment other intermediary in connection with the sale of Oil hereunder who is entitled to any Governmental Authority applicable to it or its assets;compensation with respect thereto. (dx) all All governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement and its performance hereunder and the consummation by it of the transactions contemplated hereby have been obtained or submitted and are in full force and effect effect, and all conditions thereof of any such authorizations, approvals, consents, notices and filings have been complied with;. (exi) The execution, delivery and performance of this Agreement do not violate or conflict with (a) any Law applicable to it, (b) any provision of its obligations hereunder are legalconstitutional documents, valid (c) any order or judgment of any court or Governmental Authority applicable to it or any of its assets or (d) any contractual restriction binding on or affecting it or any of its assets, except to the extent such conflict or violation has not and binding, enforceable in accordance with their respective terms, subject could not be reasonably expected to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in cause a proceeding in equity or at law;Material Adverse Change. (fxii) no Event of DefaultIt possesses all necessary permits, or Potential Event of Defaultauthorizations, has occurred registrations and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party licenses required to perform its obligations hereunder; (m) it is hereunder and to consummate the transactions contemplated hereby, except to the extent such conflict or violation has not and could not be reasonably expected to cause a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)Material Adverse Change. (nxiii) it It is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation not bound by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the any other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact agreement that would otherwise make the informationpreclude its execution, document delivery, or statement misleading;performance of this Agreement.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party hereby represents and warrants to the other Party as of the Execution Date, and with respect to each Transaction as of the Trade Date and Delivery Date, that: (a) it is duly organized organized, validly existing, and validly existing in good standing under the laws of the its jurisdiction of its incorporation organization or organizationincorporation; (b) it has the corporate, governmental, regulatory, and other legal capacity, and power to execute and authority to enter into deliver this Agreement Agreement, and to perform its obligations hereunder; (c) its execution the execution, delivery, and performance do of this Agreement has been authorized by all necessary action on its part, including obtaining all authorizations or approvals from Governmental Authorities pursuant to all Laws, and will not violate result in any breach of or conflict with Applicable Law, default under any term or provision of its constituent documentsany other agreement, instrument, judgment, decree, order, statute, rule or any contract binding on governmental regulation to which it is otherwise a party or affecting by which it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assetsmay be bound; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it there is not relying upon any representations of the other Party other than those expressly set forth hereinpending, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigationthreatened, arbitration against it, any action, suit or administrative proceeding at law or in equity before any Governmental Authority court, governmental body, agency, or any arbitrator that is likely to materially adversely affect the its ability of either Party to perform its obligations hereunder; (me) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as may be limited by bankruptcy or any law affecting the enforcement of creditors’ rights generally and subject to equitable principles of general application; (f) it is an “Eligible Contract Participant” as defined in Section 1a(18) of the Commodity Exchange Act; (g) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code §101(26)Code; (h) it is acting for its own account, and has made its own independent decision to enter into this Agreement and all Transactions hereunder constitute “forward contracts” within each Transaction and as to whether or not this Agreement and each Transaction is appropriate or proper for it based upon its own judgment, is not relying upon the meaning advice or recommendations of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with so doing, is capable of assessing the merits of this Agreement are trueand each Transaction, accurate and complete in every material understands and accepts the terms, conditions, and risks of this Agreement and each Transaction; and (i) no Event of Default with respect and do not omit a material fact that would otherwise make the information, document to itself has occurred or statement misleading;is continuing.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party hereby represents and warrants to the other Party as of the Execution Date, and with respect to each Transaction as of the Trade Date and Delivery Date, that: (a) it is duly organized organized, validly existing, and validly existing in good standing under the laws of the its jurisdiction of its incorporation organization or organizationincorporation; (b) it has the corporate, governmental, regulatory, and other legal capacity, and power to execute and authority to enter into deliver this Agreement Agreement, and to perform its obligations hereunder; (c) its execution the execution, delivery, and performance do of this Agreement has been authorized by all necessary action on its part, including obtaining all authorizations or approvals from Governmental Authorities pursuant to all Laws, and will not violate result in any breach of or conflict with Applicable Law, default under any term or provision of its constituent documentsany other agreement, instrument, judgment, decree, order, statute, rule or any contract binding on governmental regulation to which it is otherwise a party or affecting by which it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assetsmay be bound; (d) all there is not pending, or to its knowledge threatened, against it, any action, suit or proceeding at law or in equity before any court, governmental and other authorizationsbody, approvalsagency, consents, notices and filings or any arbitrator that are required is likely to have been obtained or submitted by it with respect materially adversely affect its ability to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied withperform its obligations hereunder; (e) this Agreement constitutes its obligations hereunder are legal, valid and binding, binding obligation enforceable against it in accordance with their respective its terms, subject to applicable except as may be limited by bankruptcy or similar laws any law affecting the enforcement of creditors’ rights generally and subject, as to enforceability, subject to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at lawapplication; (f) no Event it is an “Eligible Contract Participant” as defined in Section 1a(18) of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transactionthe Commodity Exchange Act; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions decision to enter into this Agreement and each transaction Transaction and as to whether such transaction or not this Agreement and each Transaction is appropriate or proper for it based upon its own judgment and any judgment, is not relying upon the advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability recommendations of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with so doing, is capable of assessing the merits of this Agreement are trueand each Transaction, accurate and complete in every material understands and accepts the terms, conditions, and risks of this Agreement and each Transaction; and (h) no Event of Default with respect and do not omit a material fact that would otherwise make the information, document to itself has occurred or statement misleading;is continuing.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party (a) Supplier hereby represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) a duly and validly organized and existing corporation in good standing under the laws of the other Party as investment advice or as a recommendation to enter into a transactionstate of Florida, and understands that information it or its Affiliates that may be performing its obligations under this Agreement are legally qualified to do business in each jurisdiction in which this Agreement may be performed and explanations related to where its activities hereunder require such qualification, (ii) the terms performance of this Agreement and conditions the consummation of the transactions contemplated herein will not result in any breach, conflict, or violation of any Transaction will not be considered investment advice terms or provisions of, or constitute a recommendation default under, its Certificate of Incorporation or By-Laws, or other organizational documents, or any material agreement or instrument to enter into that Transaction;which it is a party, by which it is bound, or to which any of its property is subject, (jiii) all requisite corporate action has been taken for the due authorization, execution, delivery, and performance of this Agreement by it, and this Agreement constitutes a legally binding obligation, enforceable against such party, in accordance with its terms, except insofar as enforceability may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally, and (iv) it has made is not a party to any litigation relating to, or that could reasonably be expected to affect, its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder;under this Agreement. (mb) BioForm hereby represents and warrants that: (i) it is a “forward contract merchant” within duly and validly organized and existing corporation in good standing under the meaning laws of United States Bankruptcy Code §101(26)the state of Delaware, and that it or its Affiliates that may be performing its obligations under this Agreement are legally qualified to do business in each jurisdiction in which this Agreement may be performed and where its activities hereunder require such qualification, (ii) the performance of this Agreement and the consummation of the transactions contemplated herein will not result in any breach or violation of any terms or provisions of, or constitute a default under, its Certificate of Incorporation or By-Laws, or other organizational documents, or any material agreement or instrument to which it is a party, by which it is bound, or to which any of its property is subject, (iii) all requisite corporate action has been taken for the due authorization, execution, delivery, and performance of this Agreement by it, and this Agreement and all Transactions hereunder constitute “forward contracts” within constitutes a legally binding obligation, enforceable against such party, in accordance with its terms, except insofar as enforceability may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting the meaning rights of United States Bankruptcy Code §101(26).creditors generally, and (niv) it is an “eligible commercial entity”not a party to any litigation relating to, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12)or that could reasonably be expected to affect, respectively, and all Transactions hereunder have been subject its ability to individual negotiation by the Partiesperform its obligations under this Agreement. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) : it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) ; it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) ; its execution and performance do not violate or conflict with Applicable Lawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) ; all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) ; its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) ; no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) Agreement; it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) ; it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) ; it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) ; it has made its own independent trading and investment decisions to enter into each transaction Transaction and as to whether such transaction Transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) ; it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) ; to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) ; it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25). (n) ; it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) ; and all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;. Additional Warranties of Seller. Seller represents and warrants to Buyer upon the Date of First Operation and on each Delivery Date through the expiry of the Delivery Term that all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with. Upon each Delivery, Seller represents and warrants to Buyer as follows: at the time of Delivery, Seller has the right to convey title to any and all of the RECs Delivered to Buyer in accordance with this Agreement free and clear of any and all liens or other encumbrances or title defects; Seller has sold and transferred the RECs once and only once exclusively to Buyer; the RECs and any other Environmental Attributes sold hereunder have not expired and have not been, nor will be retired, claimed or represented as part of electricity output or sale, or used to satisfy any renewable energy or other carbon or renewable generation attributes obligations under Illinois law or in any other jurisdiction; and that it has made no representation, in writing or otherwise, that any third-party has received, or has obtained any right to, such RECs that are inconsistent with the rights being acquired by Buyer hereunder; and the Product is Regulatorily Continuing and complies with the Applicable Program.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to and in favour of the other thatParty as follows and acknowledges that the other Party is relying upon such representations and warranties in connection with the matters contemplated by this Agreement: (a) it is duly organized incorporated, amalgamated or continued and is validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it CBCA and has the corporate power and authority to enter into this Agreement own its Assets and to conduct its businesses and to perform its obligations hereunder; (b) the execution and delivery of this Agreement, of the Ancillary Agreements and of the Reorganization Documents by it and the completion by it of the transactions contemplated herein, in the Ancillary Agreements, in the Reorganization Documents, in the Plan of Arrangement and in the Tax Rulings do not and will not result in the breach of, or violate any term or provision of, its articles or by-laws; (c) its execution and performance do not violate or conflict with Applicable Lawneither it nor, any provision in the case of its constituent documentsNovelis, or any contract binding on or affecting it or any of its assets Group members is subject to any outstanding injunction, judgment or any order or judgment order, of any Governmental Authority applicable which would prevent or materially delay the transactions contemplated by this Agreement, the Ancillary Agreements, the Reorganization Documents, the Plan of Arrangement or the Tax Rulings; there are no civil, criminal or administrative claims, actions, suits, demands, proceedings, hearings or investigations pending or, to it the Party's knowledge, threatened, at law, in equity or its assetsotherwise, in, before, or by, any Governmental Authority which (if successful) would prevent or materially delay the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements, the Reorganization Documents, the Plan of Arrangement or the Tax Rulings; (d) all governmental the facts and other authorizations, approvals, consents, notices information which appear in the Rulings Applications relevant to it are accurate in all material respects and filings there has been no omission to state a material fact or to provide other material information relating to it that are required would be relevant to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied withthe granting of the Tax Rulings; (e) no dissolution, winding up, bankruptcy, liquidation or similar proceeding has been commenced, or is pending or proposed, in respect of it, except as contemplated by the Plan of Arrangement; and (f) the execution and delivery of this Agreement, of the Ancillary Agreements and of the Reorganization Documents and the completion of the transactions contemplated herein, in the Ancillary Agreements and in the Reorganization Documents, have been duly approved by its obligations hereunder are board of directors, and this Agreement, the Ancillary Agreements and the Reorganization Documents constitute legal, valid and binding, binding obligations of such Party enforceable against it in accordance with their respective its terms, subject to applicable bankruptcy or legislation relating to bankruptcy, insolvency, reorganization and other similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles legislation of general application regardless and other laws affecting the enforcement of whether creditors' rights generally, to general principles of equity and limitations upon the enforcement is sought in a proceeding in equity of indemnification for fines or at law; (f) no Event of Default, or Potential Event of Default, has occurred penalties imposed by law and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations to the discretionary power of the other Party other than those expressly set forth herein, and it is acting for its own account, and not courts as agent regards specific performance or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)injunctive relief. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date Buyer and on Seller each Trade Date, each Party represents and warrants to the other as of the Effective Date and as of each Delivery that: (ai) it There are no suits, proceedings, judgments, rulings or orders pending, or to its Knowledge, threatened, by or before any court or any Governmental Authority that materially and adversely affect its ability to perform, or the rights of the other Party, under this Agreement. (ii) It is duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization; (b) formation, and it has the legal right, power and authority and is qualified to enter into this Agreement conduct its business and to perform its obligations hereunder;. (ciii) its execution The making and performance do not violate by it of this Agreement is within its powers and has been duly authorized by all necessary action on its part. (iv) This Agreement constitutes a legal, valid and binding act and obligation of it, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws affecting creditor’s rights generally. (v) No Event of Default under Clause 24 with respect to it or, to its Knowledge, event, which with notice and or conflict with Applicable Lawa lapse of time would constitute such an Event of Default, any provision has occurred and is continuing, and no such event or circumstance would occur as a result of its constituent documentsentering into or performing its obligations under this Agreement. (vi) It is an “Eligible Contract Participant” as defined in Section 1a(12) of the Commodity Exchange Act, or any as amended. (vii) It is a “forward contract binding on or affecting merchant,” as defined in Section 101(26) of the Bankruptcy Code, in respect of this Agreement and each sale of Oil and Feedstock hereunder, and each sale of Oil and Feedstock hereunder is a forward contract for purposes of the Bankruptcy Code. (viii) It is a “master netting agreement participant,” as defined in Section 101(38B) of the Bankruptcy Code, in respect of this Agreement and each sale of Oil and Feedstock hereunder, and each sale of Oil and Feedstock hereunder is a master netting agreement for purposes of the Bankruptcy Code. (ix) Neither it or nor any of its assets Affiliates has been contacted by or negotiated with any order finder, broker or judgment other intermediary in connection with the sale of Oil and Feedstock hereunder who is entitled to any Governmental Authority applicable to it or its assets;compensation with respect thereto. (dx) all All governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement and its performance hereunder and the consummation by it of the transactions contemplated hereby have been obtained or submitted and are in full force and effect effect, and all conditions thereof of any such authorizations, approvals, consents, notices and filings have been complied with;. (exi) The execution, delivery and performance of this Agreement do not violate or conflict with (a) any Law applicable to it, (b) any provision of its obligations hereunder are legalconstitutional documents, valid (c) any order or judgment of any court or Governmental Authority applicable to it or any of its assets or (d) any contractual restriction binding on or affecting it or any of its assets, except to the extent such conflict or violation has not and binding, enforceable in accordance with their respective terms, subject could not be reasonably expected to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in cause a proceeding in equity or at law;Material Adverse Change. (fxii) no Event of DefaultIt possesses all necessary permits, or Potential Event of Defaultauthorizations, has occurred registrations and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party licenses required to perform its obligations hereunder; (m) it is hereunder and to consummate the transactions contemplated hereby, except to the extent such conflict or violation has not and could not be reasonably expected to cause a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)Material Adverse Change. (nxiii) it It is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation not bound by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the any other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact agreement that would otherwise make the informationpreclude its execution, document delivery, or statement misleading;performance of this Agreement.

Mutual Representations and Warranties. ‌ On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Lawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any TransactionAgreement; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction Transaction and as to whether such transaction Transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25).; (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties.; and (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party Each Assignor hereby represents and warrants to Assignee, and Assignee, on behalf of the other Purchasing Accounts, hereby represents and warrants to each Assignor as of the date of this Agreement and as of the Payment Date that: (a) it is duly organized has full power and validly existing under authority and has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations hereunder and to consummate the laws of the jurisdiction of its incorporation or organizationtransactions contemplated hereby; (b) the making and performance by it has the power and authority to enter into of this Agreement does not and will not violate any law or regulation of the jurisdiction under which it exists, any other law applicable to perform its obligations hereunderit or any other agreement to which it is a party or by which it is bound; (c) this Agreement has been duly and validly authorized, executed and delivered by it and is legal, valid, binding and enforceable against it in accordance with its execution and performance do not violate terms except that the enforceability may be limited by bankruptcy, insolvency or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assetslaws governing creditors rights; (d) all governmental any consent, approval, filing or corporate, partnership or other action required as a condition to or in connection with the execution, delivery and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing performance of this Agreement have has been obtained or submitted and are in full force and effect and all conditions thereof have been complied with;obtained; and (e) its obligations hereunder are legal, valid Assignor and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally Assignee each has adequate information concerning the business and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations financial condition of the other Party other than those expressly set forth hereinDebtor and the status of the Proceedings in order to make an informed decision regarding the sale and purchase of Assignor’s Assigned Claims, and it is acting for has independently and without reliance on the other with respect to such information, and based on such information as each has deemed appropriate (including information available from the files of the Court of the Proceedings), made its own account, analysis and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation decision to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)Agreement. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party that: (a) as of the Effective Date, it is a corporation duly organized and validly existing in good standing under the laws Laws of the jurisdiction of its incorporation or organizationincorporation, and it has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement; (b) as of the Effective Date, it has the full right, power and authority to enter into this Agreement and to perform its obligations hereundergrant the rights granted by it under this Agreement; (c) as of the Effective Date, there are no existing or, to its execution and performance do not violate knowledge, threatened actions, suits or conflict claims pending with Applicable Law, any provision respect to the subject matter of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it this Agreement or its assetsright to enter into and perform its obligations under this Agreement; (d) as of the Effective Date, it has taken all governmental necessary action on its part to authorize the execution and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing delivery of this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied withthe performance of its obligations under this Agreement; (e) its obligations hereunder are this Agreement has been duly executed and delivered on behalf of it, and constitutes a legal, valid and bindingvalid, binding obligation, enforceable against it in accordance with their respective termsthe terms hereof, subject to applicable bankruptcy or the general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws Laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at lawgenerally; (f) no Event as of Defaultthe Effective Date, or Potential Event all necessary consents, approvals and authorizations of Default, has occurred all regulatory and is continuing, governmental authorities and none will occur as a result other Persons required to be obtained by it in connection with the execution and delivery of this Agreement and the performance of its entering into or performing obligations under this Agreement or any Transaction;have been obtained; and (g) it is not relying upon any representations the execution and delivery of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions the performance of its obligations hereunder constitute “forward contracts” within the meaning do not conflict with any of United States Bankruptcy Code §101(26). its contractual obligations (nexcept that Acorda makes no representation or warranty with respect to its obligations pursuant to Acorda Third Party Agreements) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit constitute a material fact that would otherwise make the information, document or statement misleading;default under any of its contractual obligations.

Mutual Representations and Warranties. On the Effective Date and on each Trade Execution Date, each Party represents and warrants to the other Party that: (a) it is duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organizationformation; (b) it has the power and authority to enter into this Agreement and all Governmental Approvals necessary for it to perform its obligations hereunderunder this Agreement, except on the Execution Date only for CPUC Approval in the case of PacifiCorp; (c) its execution the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate or conflict with Applicable Lawany of the terms and conditions in its governing documents, any provision of its constituent documents, contracts to which it is a party or any contract law, rule, regulation, order or the like applicable to it; (d) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding on obligation enforceable against it in accordance with its terms, subject to any bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally; (e) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; (f) there is not pending or, to its knowledge, threatened against it or any of its assets or Affiliates any order or judgment of any Governmental Authority applicable legal proceedings that could materially adversely affect its ability to it or perform its assetsobligations under this Agreement; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (fg) no Event of Default, or Potential Event of Default, Default with respect to it has occurred and is continuing, continuing and none will no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any TransactionAgreement; (gh) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions decision to enter into each transaction this Agreement and as to whether such transaction this Agreement is appropriate or proper for it based upon its own judgment and any judgment, is not relying upon the advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by or recommendations of the other PartyParty in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (mi) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of the United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties.Act; and (oi) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take Delivery of the Product, as provided in this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;Agreement.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party as of the Effective Date, and shall be deemed to represent and warrant as of the Commencement Date and as of the date of any purchase of Product hereunder, that: 17.1.1 it is (aA) an “eligible commercial entity” and an “eligible contract participant” as defined in Sections 1a(11) and 1a(12) of the U.S. Commodity Exchange Act, as amended, and (B) a “forward contract merchant” under section 101(26) and a “master netting agreement participant” under section 101(38B), for purposes of the Bankruptcy Code; 17.1.2 it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation or organization; (b) it and, if relevant under such laws, in good standing, has the power to execute and authority to enter into deliver this Agreement and any other related documentation that it is required by this Agreement to deliver and to perform its obligations hereunderunder this Agreement, and has taken all necessary action to authorize such execution, delivery and performance; (c) its execution 17.1.3 such execution, delivery and performance do not violate or conflict with any Applicable LawLaw in any material respect, any provision of its constituent constitutional documents, order or judgment of any court or Governmental Authority or, in any material respect, any of its assets or any contract contractual restriction binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) 17.1.4 all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into this Agreement (including any internal authorizations, approvals and performing consents required by such Party under its organizational documents) have been obtained or submitted and are in full force and effect, and all conditions of this Agreement have been obtained or submitted and are in full force and effect effect, and all conditions thereof of any such authorizations, approvals, consents, notices and filings have been complied with, in all material respects; (e) 17.1.5 its obligations hereunder are under this Agreement constitute its legal, valid and bindingbinding obligations, enforceable in accordance with their respective terms, terms (subject to applicable bankruptcy bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (f) 17.1.6 no Termination Event of Default, or Potential Event of Default, Default has occurred and is continuing, and none will no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; 17.1.7 there is not pending, nor to its knowledge threatened against it, any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Transactionits ability to perform its obligations under this Agreement; (g) 17.1.8 it is not relying upon any representations of the any other Party other than those expressly set forth herein, in this Agreement; 17.1.9 it has entered into the Transaction Documents and it is acting for its own account, will enter into any transaction thereunder as principal (and not as agent advisor, agent, broker or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto and with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions decision to enter into each the Transaction Documents and any transaction and as to whether such the Transaction Documents and any transaction is are appropriate or proper suitable for it based upon its own judgment and any upon advice from such advisors advisers as it has deemed necessary and not in reliance upon any view expressed by the any other Party; 17.1.10 it is capable of assessing the merits of and understanding (kon its own behalf or through independent professional advice) the Transaction Documents and any transaction, understands and accepts the terms, conditions and risks of the Transaction Documents and any transaction, and is capable of assuming, and assumes, the risks of the Transaction Documents and any transactions contemplated thereunder; and it has not received from is capable of assuming those risks; 17.1.11 the other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to this Agreement, (ii) is not acting as a financial advisor or fiduciary or in any assurance, similar capacity with respect to this Agreement and (iii) has not given to it any assurance or guarantee or promise as to the expected performance or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunderresult of this Agreement; (l) there 17.1.12 it is no pending not bound by any agreement that would preclude or to hinder its knowledge threatened litigationexecution, arbitration delivery, or administrative proceeding before performance of any Governmental Authority or any arbitrator that is likely to materially adversely affect of the ability of either Party to perform its obligations hereunderTransaction Documents; (m) 17.1.13 neither it is a “forward contract merchant” within the meaning nor any of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have its Affiliates has been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing contacted by or on behalf of it to the negotiated with any finder, broker or other Party intermediary in connection with this Agreement are truethe sale of Product hereunder who is entitled to any compensation with respect thereto; and 17.1.14 none of its directors, accurate and complete officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in every material respect and do not omit a material fact that would otherwise make connection with any of the information, document or statement misleading;Transaction Documents.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party as of the date hereof that: (a) it It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation or organization;and in good standing under such laws. (b) it It has the corporate, governmental or other legal capacity, authority and power and authority to enter into execute this O&M Agreement, to deliver this O&M Agreement and to perform its obligations hereunder;under this O&M Agreement, and has taken all necessary action to authorize the foregoing. (c) its execution The execution, delivery and performance of this O&M Agreement do not violate or conflict with any Applicable Law, any provision of its constituent constitutional documents, any order or judgment of any court or Governmental Authority applicable to it or any contract of its assets or any contractual restriction binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets;. (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing Its obligations under this O&M Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) constitute its obligations hereunder are legal, valid and bindingbinding obligations, enforceable in accordance with their respective terms, its terms (subject to applicable bankruptcy bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law;law and an implied covenant of good faith and fair dealing). (e) There is not pending or, to its knowledge, threatened against it any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this O&M Agreement or its ability to perform its obligations under this O&M Agreement. (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it It is not relying upon any representations of the other Party Party, other than those expressly set forth herein, and it is acting for its own account, in this O&M Agreement. (g) It has entered into this O&M Agreement as principal (and not as agent advisor, agent, broker or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto ), with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks;. (ih) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it It has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it (including their suitability) based upon its own judgment and any advice from such its advisors as it has deemed necessary necessary, and not in reliance upon any view expressed by the other Party;. (i) The other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to this O&M Agreement, (ii) is not acting as a financial advisor or fiduciary or in any similar capacity with respect to this O&M Agreement and (iii) has not given to it any assurance or guarantee as to the expected performance or result of this O&M Agreement. (j) Neither it nor any of its Affiliates has negotiated with any finder, broker or other intermediary in connection with this O&M Agreement or the transactions hereunder. (k) it None of its directors, officers, employees or agents or those of its Affiliates has not received from the other Party or will receive any assurancecommission, guarantee fee, rebate, gift or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability entertainment of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party significant value in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;O&M Agreement.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the and in favour of each other Party that: (a) it is duly organized incorporated, amalgamated or continued and is validly existing under the laws of the its governing jurisdiction of its incorporation or organization; (b) it and has the corporate power and authority to enter into this Agreement and and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder; (cb) its except as disclosed in the Circular or in writing to the other Parties, the execution and performance delivery of this Agreement by it and the completion by it of the transactions contemplated herein and in the Tax Rulings and Rulings Applications do not and will not: (i) result in the breach of, or violate any term or provision of, its articles or by-laws; (ii) conflict with Applicable Lawwith, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any provision of its constituent documentsagreement, instrument, license, permit or authority to which it is a party or by which it is bound, or to which any contract binding on assets of such Party are subject, or affecting it or result in the creation of any Encumbrance upon any of its assets under any such agreement or instrument, or give to others any interest or right, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would have a Material Adverse Effect on it; or (iii) violate any provisions of any Applicable Law or any judicial or administrative award, judgment, order or judgment decree applicable and known to it, the violation of any Governmental Authority applicable which would have a Material Adverse Effect on it; (c) no dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or, to it such Party’s knowledge, is proposed in respect of it, except as contemplated by the Plan of Arrangement, the Tax Rulings or its assets;the Rulings Applications; and (d) all governmental the execution and other authorizations, approvals, consents, notices delivery of this Agreement and filings that are required to the completion of the transactions contemplated herein and in the Tax Rulings and Rulings Applications have been obtained or submitted duly approved by it with respect to entering into its board of directors, and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, constitutes a valid and binding, binding obligation of such Party enforceable against it in accordance with their respective its terms, subject to applicable bankruptcy or similar bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to equitable general principles of general application regardless equity and limitations upon the enforcement of whether enforcement is sought in a proceeding in equity indemnification for fines or at penalties imposed by law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On Each of Lilly and Avidity represent and warrant, as of the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) 9.1.1 it is duly organized and validly existing under in the laws Applicable Laws of the jurisdiction of its incorporation or organization; (b) it formation, as applicable, has the full corporate, limited liability company or other power and authority authority, as applicable, to enter into this Agreement and to carry out the provisions hereof, and has sufficient facilities, experienced personnel or other capabilities (including via Affiliates and/or Third Parties) to enable it to perform its obligations under this Agreement; 9.1.2 it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder; (c) its execution , and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing the individual executing this Agreement have on its behalf has been obtained duly authorized to do so by all requisite corporate, limited liability company or submitted other action, as applicable; and 9.1.3 this Agreement is legally binding upon it and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective termsits terms (except as the enforceability thereof may be limited by bankruptcy, subject to applicable bankruptcy bank moratorium or similar laws affecting creditors’ rights generally and subject, as laws restricting the availability of equitable remedies and may be subject to enforceability, to equitable general principles of general application regardless of equity whether enforcement or not such enforceability is sought considered in a proceeding at law or in equity or at law; equity) and the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate action and do not and will not: (fa) no Event of Defaultconflict with, or Potential Event of Defaultconstitute a default or result in a breach under, has occurred and is continuingany agreement, and none will occur as a result of its entering into instrument or performing this Agreement understanding, oral or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth hereinwritten, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) which it is a “forward contract merchant” within the meaning party or by which it may be bound, or violate any Applicable Law; or (b) require any consent or approval of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)its stockholders or similar. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other thatParty that as of the Effective Date: (a) it is a company or corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the jurisdiction of in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its incorporation or organizationproperty and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder; (b) it has the power full right and authority to enter into this Agreement and to perform all of its obligations hereunder; (c) it has taken all necessary corporate action on its part required to authorize the execution and performance do not violate or conflict with Applicable Law, any provision delivery of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles the performance of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (md) it has taken all other action necessary to authorize such execution, delivery and performance as required by Applicable Law, its certificate of incorporation, by-laws or other organizational documents or any agreement to which it is a party or to which it may be subject; (e) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms; (f) it is not a “forward contract merchant” within party to any agreement that would prevent it from granting the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it rights granted to the other Party in connection with under this Agreement are trueor performing its obligations under this Agreement; (g) neither the execution and delivery of this Agreement nor the performance hereof by it requires it to obtain any permits, accurate authorizations or consents from any governmental authority (other than any Regulatory Approvals) or from any other person, firm or corporation, and complete such execution, delivery and performance will not result in every material respect and do not omit the breach of or give rise to any right of termination, rescission, renegotiation or acceleration under, or trigger any other rights under, any agreement or contract to which it is a material fact party or to which it may be subject that would otherwise make relates to Affimed Background Technology in the informationcase of Affimed, document or statement misleadingto Artiva Background Technology in the case of ▇▇▇▇▇▇; (h) [***]; (i) [***]; and (j) to the best of its knowledge: (i) [***]; and (ii) [***].

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to each of the other thatParties as follows and acknowledges that the other Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: (a) it is duly organized incorporated, amalgamated or continued and is validly existing under the laws of the its governing jurisdiction of its incorporation or organization; (b) it and has the corporate power and authority to enter into this Agreement and and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder; (cb) its except as disclosed in the Circular or in writing to the other Parties, the execution and performance delivery of this Agreement by it and the completion by it of the transactions contemplated herein do not and will not: (i) result in the breach of, or violate any term or provision of, its articles or by-laws; (ii) conflict with Applicable Lawwith, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any provision of its constituent documentsagreement, instrument, license, permit or authority to which it is a party or by which it is bound, or to which any contract binding on assets of such Party are subject, or affecting it or result in the creation of any Encumbrance upon any of its assets under any such agreement or instrument, or give to others any interest or right, including rights of purchase, termination cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would have a material adverse effect on it; or (iii) violate any provisions of any Applicable Law or any judicial or administrative award, judgement, order or judgment decree applicable and known to it, the violation of any Governmental Authority applicable which would have a material adverse effect on it; (c) no dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or, to it or its assets;such Party’s knowledge, is proposed in respect of it, except as contemplated by the Plan of Arrangement; and (d) all governmental the execution and other authorizations, approvals, consents, notices delivery of this Agreement and filings that are required to the completion of the transaction contemplated herein have been obtained or submitted duly approved by it with respect to entering into its board of directors, and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, constitutes a valid and binding, binding obligation of such Party enforceable against it in accordance with their respective its terms, subject to applicable bankruptcy or similar bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to equitable general principles of general application regardless equity and limitations upon the enforcement of whether enforcement is sought in a proceeding in equity indemnification for fines or at penalties imposed by law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party as of the Effective Date, and shall be deemed to represent and warrant as of the Commencement Date and as of the date of any purchase of Product hereunder, that: 17.1.1 it is (aA) an “eligible commercial entity” and an “eligible contract participant” as defined in Sections 1a(11) and 1a(12) of the U.S. Commodity Exchange Act, as amended, and (B) a “forward contract merchant” under section 101(26) and a “master netting agreement participant” under section 101(38B), for purposes of the Bankruptcy Code; 17.1.2 it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation or organization; (b) it and, if relevant under such laws, in good standing, has the power to execute and authority to enter into deliver this Agreement and any other related documentation that it is required by this Agreement to deliver and to perform its obligations hereunderunder this Agreement, and has taken all necessary action to authorize such execution, delivery and performance; (c) its execution 17.1.3 such execution, delivery and performance do not violate or conflict with any Applicable LawLaw in any material respect, any provision of its constituent constitutional documents, order or judgment of any court or Governmental Authority or, in any material respect, any of its assets or any contract contractual restriction binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) 17.1.4 all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect effect, and all conditions thereof of this Agreement have been obtained or submitted and are in full force and effect, and all conditions of any such authorizations, approvals, consents, notices and filings have been complied with, in all material respects; (e) 17.1.5 its obligations hereunder are under this Agreement constitute its legal, valid and bindingbinding obligations, enforceable in accordance with their respective terms, terms (subject to applicable bankruptcy bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (f) 17.1.6 no Termination Event of Default, or Potential Event of Default, Default has occurred and is continuing, and none will no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; 17.1.7 there is not pending, nor to its knowledge threatened against it, any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Transactionits ability to perform its obligations under this Agreement; (g) 17.1.8 it is not relying upon any representations of the any other Party other than those expressly set forth herein, in this Agreement; 17.1.9 it has entered into the Transaction Documents and it is acting for its own account, will enter into any transaction thereunder as principal (and not as agent advisor, agent, broker or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto and with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions decision to enter into each the Transaction Documents and any transaction and as to whether such the Transaction Documents and any transaction is are appropriate or proper suitable for it based upon its own judgment and any upon advice from such advisors advisers as it has deemed necessary and not in reliance upon any view expressed by the any other Party; 17.1.10 it is capable of assessing the merits of and understanding (kon its own behalf or through independent professional advice) the Transaction Documents and any transaction, understands and accepts the terms, conditions and risks of the Transaction Documents and any transaction, and is capable of assuming, and assumes, the risks of the Transaction Documents and any transactions contemplated thereunder; and it has not received from is capable of assuming those risks; 17.1.11 the other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to this Agreement, (ii) is not acting as a financial advisor or fiduciary or in any assurance, similar capacity with respect to this Agreement and (iii) has not given to it any assurance or guarantee or promise as to the expected performance or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunderresult of this Agreement; (l) there 17.1.12 it is no pending not bound by any agreement that would preclude or to hinder its knowledge threatened litigationexecution, arbitration delivery, or administrative proceeding before performance of any Governmental Authority or any arbitrator that is likely to materially adversely affect of the ability of either Party to perform its obligations hereunderTransaction Documents; (m) 17.1.13 neither it is a “forward contract merchant” within the meaning nor any of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have its Affiliates has been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing contacted by or on behalf of it to the negotiated with any finder, broker or other Party intermediary in connection with this Agreement are truethe sale of Product hereunder who is entitled to any compensation with respect thereto; and 17.1.14 none of its directors, accurate and complete officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in every material respect and do not omit a material fact that would otherwise make connection with any of the information, document or statement misleading;Transaction Documents.

Mutual Representations and Warranties. On the Effective Date FMI and on Roche each Trade Date, each Party represents represent and warrants to the other warrant that: (a) it is duly organized has all requisite power and validly existing authority to enter into and perform its obligations under the laws of the jurisdiction of its incorporation or organizationthis Agreement; (b) it has no outstanding agreement or obligation that is in conflict with any of the power and authority to enter into provisions of this Agreement or that would preclude its personnel from complying with the provisions hereof; (c) all of its employees, officers and consultants have executed agreements requiring assignment to it of all Inventions made by such individuals during the course of and as a result of their participation in activities under this Agreement; (d) the execution, delivery and performance of this Agreement by it and all instruments and documents to be delivered by it hereunder: (i) are within its corporate power; (ii) have been duly authorized by all necessary or proper corporate action; (iii) are not in contravention of any provision of any of its formation or governing documents; (iv) to its knowledge, will not violate any law or regulation or any order or decree of any court of governmental instrumentality; (v) will not violate the terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which it is a party or by which it or any of its property is bound, which violation would have an adverse effect on its financial condition or on its ability to perform its obligations hereunder; and (vi) do not require any filing or registration with, or the consent or approval of, any governmental body, agency, authority or any other person, which has not been made or obtained previously (other than approvals required under the HSR Act, Regulatory Approvals required for the sale of Products and filings with Regulatory Authorities required in connection with Products); (ce) its execution and performance do not violate there are no claims or conflict investigations (other than with Applicable Lawrespect to the Parties’ HSR filings), any provision of its constituent documents, pending or any contract binding on or affecting threatened against it or any of its assets Affiliates, at law or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Defaultequity, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into before or performing by any governmental authority relating to the matters contemplated under this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to would materially adversely affect the its ability of either Party to perform its obligations hereunder;; and (mf) neither it nor any of its Affiliates is a “forward contract merchant” within or will be under any obligation to any person, contractual or otherwise, that is conflicting with the meaning terms of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make impede the information, document or statement misleading;fulfillment of its obligations hereunder.

Mutual Representations and Warranties. On the Effective Date MedImmune and on Licensee each Trade Date, each Party represents and warrants to the other other, as of the Effective Date, and covenants, that: 7.1.1. It is a corporation or limited liability company (aas applicable) it is duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and has all requisite power and authority, corporate or organizationotherwise, to execute, deliver and perform this Agreement; 7.1.2. The execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and do not violate: (a) such Party’s charter documents, bylaws or other organizational documents; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; any requirement of any Applicable Law; or (c) its execution and performance do not violate any order, writ, judgment, injunction, decree, determination or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment award of any Governmental Authority court or governmental agency presently in effect applicable to it or its assetssuch Party; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this 7.1.3. This Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are is a legal, valid and binding, binding obligation of such Party enforceable against it in accordance with their respective termsits terms and conditions, subject to applicable bankruptcy the effects of bankruptcy, insolvency or similar other laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance and general principles of equity (whether enforcement enforceability is sought in considered a proceeding at law or equity); *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], 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. 7.1.4. It is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in equity or at law; (f) no Event any material respect with the terms of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations that would impede the diligent and complete fulfillment of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder;; and (m) 7.1.5. Neither it nor any of its Affiliates has been debarred or is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by debarment and neither it nor any of its Affiliates will use in any capacity, in connection with the Parties. (o) all applicable informationservices or activities to be performed under this Agreement, documents any Person who has been debarred pursuant to Section 306 of the FFDCA or statements that have been furnished who is the subject of a conviction described in writing by or on behalf of it to such section. It will inform the other Party in connection with this Agreement are truewriting promptly if it or any such Person who is performing services or activities hereunder is debarred or is the subject of a conviction described in Section 306 or if any action, accurate and complete in every material respect and do not omit a material fact that would otherwise make suit, claim, investigation or legal or administrative proceeding is pending or, to the informationbest of its or its Affiliates’ knowledge, document is threatened, relating to the debarment or statement misleading;conviction of it or any such Person performing services hereunder.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party that, as of the Effective Date: (a) it is duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization or organizationincorporation; (b) it has the power to execute and authority to enter into deliver this Agreement and to perform its obligations hereunderunder this Agreement and has taken all necessary corporate, company, partnership, governmental and/or other actions to authorize such execution and delivery and performance of such obligations; (c) its execution and delivery of this Agreement and its performance of its obligations under this Agreement do not violate or conflict with Applicable Law, any law applicable to it; with any provision of its charter or bylaws (or comparable constituent documents, ); with any order or judgment of any court or other agency of government applicable to it or any contract of its assets; or with any contractual restriction binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets;; PUBLIC VERSION (d) there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Party, threatened against it at law or in equity before any court or tribunal of the United States or any other jurisdiction that individually or in the aggregate could result in any materially adverse effect on the Party's business, properties, or assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations under this Agreement; (e) all authorizations of and exemptions, actions or approvals by, and all notices to or filings with, any governmental and other authorizations, approvals, consents, notices and filings authority that are required to have been obtained or submitted made by it at the time this representation is made with respect to entering into and performing this Agreement have been obtained or submitted made and are in full force and effect effect, and all conditions thereof of any such authorizations, exemptions, actions or approvals have been complied with; ; (e) 0 the Party has knowledge of all laws and business practices that must be followed in performing its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing under this Agreement or any Transaction; (g) it and the Party is not relying upon any representations of the other Party other than those expressly set forth herein, in compliance with all such laws and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related business practices except to the terms and conditions of any Transaction will not be considered investment advice or extent that failure to comply therewith would not, in the aggregate, have a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by material adverse effect on the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable LawLawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactiontransactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction transactionTransaction and as to whether such transaction transactionTransaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25).); (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties.; and (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party DISH represents and warrants to the other that: T-Mobile, and T-Mobile represents and warrants to DISH, that (ai) it is a legal entity duly organized and organized, validly existing and in good standing under the laws Laws of the its jurisdiction of organization and has all governmental licenses, authorizations, permits, consents and approvals required to carry on its incorporation or organization; business as now conducted; (bii) it has the power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder and activities contemplated hereby; (iii) it is duly qualified as a foreign entity and is in good standing in each jurisdiction where such qualification is required, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on its ability to fulfill its obligations hereunder; ; (civ) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, constitutes a valid and bindingbinding obligations on it, enforceable against it in accordance with their respective termsits terms (except as enforceability may be limited by applicable bankruptcy, subject to applicable bankruptcy or insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting of general applicability relating to or effecting creditors’ rights generally or by general equity principles); (v) from the date of the Purchase Agreement through the Closing Date of the Purchase Agreement, DISH has taken no action that would have constituted a Restricted Transfer pursuant to Section 12.7 or a Change of Control pursuant to Section 12.8 had those provisions been in effect during that period of time; and subject(vi) the execution, as to enforceabilitydelivery and performance of this Agreement will not conflict with, to equitable principles of general application regardless of whether enforcement is sought violate or result in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations breach of the other Party other than those expressly set forth herein, and it is acting for its own account, and not “FCC MNSA Approval” (as agent or defined in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26Purchase Agreement). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Lawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any TransactionAgreement; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction Transaction and as to whether such transaction Transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25).; (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties.; and (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;.

Mutual Representations and Warranties. On the Effective Date AZ and on Company each Trade Daterepresents, each Party represents and warrants to the other Party, as of the Effective Date, and covenants to the other Party during the Term that: (a) 12.1.1 it is a corporation duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and has all requisite power and authority, corporate or organizationotherwise, to execute, deliver and perform this Agreement; (b) it has 12.1.2 the power execution and authority to enter into delivery of this Agreement and to perform each Project Schedule and the performance by it of the transactions contemplated hereby have been, or in the case of a Project Schedule, will be as of the Project Schedule Effective Date, duly authorized by all necessary corporate action on its obligations hereunderpart; (c) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing 12.1.3 this Agreement have been obtained or submitted and are is, and, in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are the case of each Project Schedule, will be as of the Project Schedule Effective Date, a legal, valid and binding, binding obligation of such Party enforceable against it in accordance with their respective termsits terms and conditions, subject to applicable bankruptcy the effects of bankruptcy, insolvency or similar other laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance and general principles of equity (whether enforcement enforceability is sought in considered a proceeding in equity at law or at lawequity); (f) no Event 12.1.4 it is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transactionthe applicable Project Schedule; (g) 12.1.5 it has the right to grant the applicable rights and licenses provided for under this Agreement; and 12.1.6 neither it nor any of its Affiliates has been debarred or is not relying upon subject to debarment and neither it nor any representations of its Affiliates will use in any capacity, in connection with the services to be performed under this Agreement, any Person who has been debarred pursuant to Section 306 of the other Party other than those expressly set forth herein, and it FFDCA or who is acting for its own account, and not as agent or the subject of a conviction described in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation such section. It agrees to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to inform the other Party in connection with this Agreement are truewriting promptly if it or any such Person who is performing services hereunder is debarred or is the subject of a conviction described in Section 306, accurate and complete in every material respect and do not omit a material fact that would otherwise make or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the informationbest of its or its Affiliates’ knowledge, document is threatened, relating to the debarment or statement misleading;conviction of it or any such Person performing services hereunder.

Mutual Representations and Warranties. On the Effective Date Each of SLP and on each Trade Date, each Party Sol-Gel hereby represents and warrants to the other Party as of the Effective Date that: (a) it is a company or corporation duly organized organized, validly existing, and validly existing in good standing under the laws Laws of the jurisdiction of in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its incorporation or organizationproperty and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses granted by it hereunder; (bi) it has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder; and (iii) the Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms; (c) it is not a party to any agreement that would materially prevent it from granting the rights granted to the other Party under this Agreement or performing its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assetsobligations under the Agreement; (d) all governmental and other authorizationsto its knowledge, approvalsno consent, consents, notices and filings that are approval or agreement of any person or Governmental Authority is required to have been be obtained or submitted by it in connection with respect to entering into the execution and performing delivery of this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with;Agreement; and (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from been debarred by the FDA, is not the subject of a conviction described in Section 306 of the FD&C Act, and is not subject to any similar sanction of any other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect outside of the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26)U.S., and this Agreement and all Transactions hereunder constitute “forward contracts” within neither it nor any of its Affiliates has used, in any capacity, any person or entity who either has been debarred by the meaning FDA, is the subject of United States Bankruptcy Code §101(26). (n) it a conviction described in Section 306 of the FD&C Act or is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by any such similar sanction inside or outside of the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;U.S.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each (i) Each Party represents and warrants to the other Party as of the Third Restatement Effective Date, and shall be deemed to represent and warrant as of the date of any purchase of Product hereunder, (ii) each Transaction Entity and CRC represents and warrants to ▇▇▇▇ as of each CRC Joinder Effective Date and (iii) each Transaction Entity represents and warrants to ▇▇▇▇ as of each CRC Release Date, in each case, that: 17.1.1 (ai) it is an “eligible contract participant” as defined in the U.S. Commodity Exchange Act, as amended, (ii) it is a “forward contract merchant” (as such term is defined in the Bankruptcy Code and used in Section 556 of the Bankruptcy Code) in respect of this Agreement and the other Safe Harbor Agreements and (iii) intends to be a “master netting agreement participant” for all purposes as such term is defined in section 101(38A) of the Bankruptcy Code and as used in Section 561 of the Bankruptcy Code; 17.1.2 it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation or organization; (b) it and, if relevant under such laws, in good standing, has the power to execute and authority to enter into deliver this Agreement and any other related documentation that it is required by this Agreement to deliver and to perform its obligations hereunderunder this Agreement, and has taken all necessary action to authorize such execution, delivery and performance; (c) its execution 17.1.3 such execution, delivery and performance do not violate or conflict with with, in any material respect, any Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets constitutional documents or any order or judgment of any court or Governmental Authority applicable to it or its assetsAuthority; (d) 17.1.4 all material governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied witheffect; (e) 17.1.5 its obligations hereunder are under this Agreement constitute its legal, valid and bindingbinding obligations, enforceable in accordance with their respective terms, terms (subject to applicable bankruptcy bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (f) 17.1.6 no Termination Event of Default, or Potential Event of Default, has occurred and is continuing, and none will no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; 17.1.7 there is not pending, nor to its knowledge threatened against it, any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Transactionits ability to perform its obligations under this Agreement and that could reasonably be expected to result in a Material Adverse Change; 17.1.8 it has entered into the Transaction Documents and will enter into any transaction thereunder as principal (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent advisor, agent, broker or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto and with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions decision to enter into each the Transaction Documents and any transaction and as to whether such the Transaction Documents and any transaction is are appropriate or proper suitable for it based upon its own judgment and any upon advice from such advisors advisers as it has deemed necessary and not in reliance upon any view expressed by the any other Party; 17.1.9 it is capable of assessing the merits of and understanding (kon its own behalf or through independent professional advice) it has not received from the other Party Transaction Documents and any assurancetransaction, guarantee or promise as to understands and accepts the expected or projected successterms, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunderconditions and risks of the Transaction Documents and any transaction and is capable of assuming and assumes the risks of the Transaction Documents and any transactions contemplated thereunder; (l) there 17.1.10 it is no pending not bound by any agreement that would preclude or to hinder its knowledge threatened litigationexecution, arbitration delivery or administrative proceeding before performance of any Governmental Authority or any arbitrator that is likely to materially adversely affect of the ability of either Party to perform its obligations hereunderTransaction Documents; (m) 17.1.11 neither it is a “forward contract merchant” within the meaning nor any of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have its Affiliates has been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing contacted by or on behalf of it to the negotiated with any finder, broker or other Party intermediary in connection with this Agreement are truethe sale of Product hereunder who is entitled to any compensation with respect thereto; and 17.1.12 none of its directors, accurate and complete officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in every material respect and do not omit a material fact that would otherwise make connection with any of the information, document or statement misleading;Transaction Documents.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party, as of the Effective Date, that: : (aA) it is a corporation duly organized and organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation or organization; formation; (bB) it has the full corporate power and authority to enter into execute, deliver and perform this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery of this Agreement and to perform its obligations hereunder; the consummation of the transactions contemplated by this Agreement; (cC) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, constitutes a valid and binding, binding agreement enforceable against it in accordance with their respective its terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; ; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (oD) all applicable informationconsents, documents approvals and authorizations from all Governmental Authorities or statements that have been furnished in writing other Third Parties required to be obtained by or on behalf of it to the other Party in connection with this Agreement are truehave been obtained; (E) the execution and delivery of this Agreement, accurate and complete in every material respect and the consummation of the transactions contemplated hereby, do not omit and shall not (x) conflict with or result in a breach of 21 any provision of its organizational documents, (y) result in a breach of any other agreement to which it is a party, or (z) violate any appliable law; (F) it has and will at all times during the Term comply with all applicable laws in all material fact that would otherwise make respects, including obtaining all necessary licenses, permits, and authorizations necessary to perform this Agreement and to exploit any license or rights granted to it hereunder, as now or hereafter required under any applicable statutes, laws, ordinances, rules and regulations; and (G) it has not prior to the informationEffective Date and shall not during the Term (x) have been debarred under Article 306 of the FDCA, document 21 U.S.C. § 335a(a) or statement misleading;(b), or any equivalent foreign or local law, rule or regulation, or (y) use or employ in any capacity related to the subject matter of this Agreement or activities hereunder any individual, corporation, partnership, or association which has been debarred under Article 306 of the FDCA, 21 U.S.C. § 335a(a) or (b), or any equivalent foreign or local law, rule or regulation.

Mutual Representations and Warranties. On the Effective Date ArQule and on Licensee each Trade Date, each Party represents and warrants to the other other, as of the Effective Date, and covenants, that: (a) it It is a corporation duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and has all requisite power and authority, corporate or organizationotherwise, to execute, deliver and perform under this Agreement; (b) it has the power The execution and authority to enter into delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and do not violate: (i) such Party's charter documents, bylaws or other organizational documents; (ii) in any material respect, any agreement, instrument or contractual obligation to perform its obligations hereunderwhich such Party is bound; (iii) any requirement of any Applicable Law; or (iv) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party; (c) This Agreement is a legal, valid and binding obligation of such Party enforceable against it in accordance with its execution terms and conditions, subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance do not violate and general principles of equity (whether enforceability is considered a proceeding at law or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assetsequity); (d) all governmental and other authorizationsIt is not under any obligation, approvalscontractual or otherwise, consents, notices and filings to any Person that are required to have been obtained conflicts with or submitted by it is inconsistent in any material respect with respect to entering into and performing the terms of this Agreement have been obtained or submitted that would impede the diligent and are in full force and effect and all conditions thereof have been complied with;complete fulfilment of its obligations hereunder; and (e) Neither it nor any of its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, Affiliates has been debarred or is subject to applicable bankruptcy or similar laws affecting creditors’ rights generally debarment and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result neither it nor any of its entering into or performing Affiliates will use in any capacity, in connection with the services to be performed under this Agreement or Agreement, any Transaction; (g) it is not relying upon any representations Person who has been debarred pursuant to Section 306 of the other Party other than those expressly set forth herein, and it FFDCA or who is acting for its own account, and not as agent or the subject of a conviction described in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction such section. It will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to inform the other Party in connection with this Agreement are truewriting promptly if it or any such Person who is performing services hereunder is debarred or is the subject of a conviction described in Section 306 or if any action, accurate and complete in every material respect and do not omit a material fact that would otherwise make suit, claim, investigation or legal or administrative proceeding is pending or, to the informationbest of its or its Affiliates' Knowledge, document is threatened, relating to the debarment or statement misleading;conviction of it or any such Person performing services hereunder.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party as of the Second Restatement Effective Date, and shall be deemed to represent and warrant as of the date of any purchase of Product hereunder, that: 17.1.1 it is (ai) an “eligible contract participant” as defined in the U.S. Commodity Exchange Act, as amended, and (ii) a “forward contract merchant” under section 101(26) and a “master netting agreement participant” under section 101(38B), for purposes of the Bankruptcy Code; 17.1.2 it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation or organization; (b) it and, if relevant under such laws, in good standing, has the power to execute and authority to enter into deliver this Agreement and any other related documentation that it is required by this Agreement to deliver and to perform its obligations hereunder;under this Agreement, and has taken all necessary action to authorize such execution, delivery and performance; ny-1739899 (c) its execution 17.1.3 such execution, delivery and performance do not violate or conflict with with, in any material respect, any Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets constitutional documents or any order or judgment of any court or Governmental Authority applicable to it or its assetsAuthority; (d) 17.1.4 all material governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied witheffect; (e) 17.1.5 its obligations hereunder are under this Agreement constitute its legal, valid and bindingbinding obligations, enforceable in accordance with their respective terms, terms (subject to applicable bankruptcy bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (f) 17.1.6 no Termination Event of Default, or Potential Event of Default, has occurred and is continuing, and none will no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; 17.1.7 there is not pending, nor to its knowledge threatened against it, any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Transactionits ability to perform its obligations under this Agreement and that could reasonably be expected to result in a Material Adverse Change; 17.1.8 it has entered into the Transaction Documents and will enter into any transaction thereunder as principal (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent advisor, agent, broker or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto and with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions decision to enter into each the Transaction Documents and any transaction and as to whether such the Transaction Documents and any transaction is are appropriate or proper suitable for it based upon its own judgment and any upon advice from such advisors advisers as it has deemed necessary and not in reliance upon any view expressed by the any other Party; 17.1.9 it is capable of assessing the merits of and understanding (kon its own behalf or through independent professional advice) the Transaction Documents and any transaction, understands and accepts the terms, conditions and risks of the Transaction Documents and any transaction and is capable of assuming and assumes the risks of the Transaction Documents and any transactions contemplated thereunder; ny-1739899 17.1.10 it has is not received from bound by any agreement that would preclude or hinder its execution, delivery or performance of any of the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunderTransaction Documents; (l) there is no pending or to 17.1.11 neither it nor any of its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have Affiliates has been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing contacted by or on behalf of it to the negotiated with any finder, broker or other Party intermediary in connection with this Agreement are truethe sale of Product hereunder who is entitled to any compensation with respect thereto; and 17.1.12 none of its directors, accurate and complete officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in every material respect and do not omit a material fact that would otherwise make connection with any of the information, document or statement misleading;Transaction Documents.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party that, as of the Execution Date and the Effective Date: (a) 9.1.1. it is duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization; (b) it and has the all requisite corporate power and authority to enter into this Agreement and the BMS Sublicense and to perform its obligations hereunderunder this Agreement and the BMS Sublicense; (c) 9.1.2. execution of this Agreement and the BMS Sublicense and the performance by such Party of its execution obligations hereunder have been duly authorized; 9.1.3. this Agreement and the BMS Sublicense has been duly executed and delivered on behalf of such Party, and is legally binding and enforceable on each Party in accordance with its terms; 9.1.4. the execution, delivery and performance do of this Agreement and the BMS Sublicense by such Party does not violate or conflict with Applicable any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Law; 9.1.5. neither such Party, nor any provision of its constituent documentsemployees, officers, subcontractors, or consultants who have rendered services relating to the Licensed Compounds or Licensed Products: (a) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred by the FDA under 21 U.S.C. Section 335a or (b) has ever been under indictment for a crime for which a person or entity could be so debarred; 9.1.6. neither such Party nor any contract binding of its Affiliates, nor, to its Knowledge, its or their respective directors, officers, employees, distributors, agents, representatives, sales intermediaries, or other Third Parties acting on or affecting it behalf of such Party or any of its assets or Affiliates performing services under this Agreement: (a) has taken any order or judgment action in violation of any Governmental Authority applicable to it Anti-Corruption Laws or its assets;Healthcare Laws; or (db) all governmental and other authorizationshas corruptly offered, approvalspaid, consentsgiven, notices and filings that are required promised to have been obtained pay or submitted by it with respect to entering into and performing this Agreement have been obtained give, or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legalauthorized the payment or gift of anything of value, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy directly or similar laws affecting creditors’ rights generally and subject, as to enforceabilityindirectly, to equitable principles any Government Official, for the purposes of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on influencing any communication (written act or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions decision of any Transaction will not be considered investment advice Government Official in his or a recommendation her official capacity; (ii) inducing such Government Official to enter into that Transaction; do or omit to do any act in violation of his or her lawful duty; (jiii) it has made its own independent trading and investment decisions securing any improper advantage; or (iv) inducing such Government Official to enter into each transaction and as do or omit to whether such transaction is appropriate do any act in violation of his or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)her lawful duty. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On Each of the Effective Date and on each Trade Date, each Party Partners represents and warrants to the Partnership and the other thatPartner as follows: (ai) it is a corporation duly organized and organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation or organization; (b) and it has the corporate power and authority to enter into this Agreement and all of the Concurrent Documents to perform its obligations hereunderwhich it is a party and to carry out the transactions contemplated herein and therein; (cii) the execution, delivery and performance of this Agreement and the Concurrent Documents to which it is a party have been duly authorized and no further corporate authorization is necessary on its part; (iii) this Agreement and the Concurrent Documents to which it is a party are legally binding on and enforceable against it in accordance with the terms of such agreements; (iv) the execution and performance do delivery of this Agreement and the Concurrent Documents to which it is a party does not, and the consummation by it of the transactions contemplated herein and therein shall not violate or conflict with Applicable Lawcause a default under or breach of (a) its articles of association, any provision memorandum of its constituent association or other charter or governing documents, or (b) any contract binding on or affecting it or any of its assets or any material judgment, court order or judgment of any Governmental Authority decree applicable to it or its assetsproperties and assets or (c) any material contract, agreement, indenture or other instrument to which it is a party or by which it or its property is bound; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (fv) no Event of Defaultconsent, approval, authorization of, or Potential Event of Defaultdesignation, has occurred and is continuing, and none will occur as a result of its entering into declaration or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto filing with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or with any arbitrator that person not a party to this Agreement is likely required to materially adversely affect be obtained by it in connection with the ability valid execution, delivery and performance of either Party this Agreement and the Concurrent Document to perform its obligations hereunderwhich it is a party, other than those which have been obtained prior to the Effective Date; (mvi) it is a “forward contract merchant” within there are no situations with respect to the meaning Partnership which involved or involves (A) the use of any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (B) the making of any direct or indirect unlawful payments to government officials or others from corporate funds or the establishment or maintenance of any unlawful or unrecorded funds, (C) the violation of any of the provisions of FCPA, or any rules or regulations promulgated thereunder of the United States Bankruptcy Code §101(26)States, and this Agreement and all Transactions hereunder constitute “forward contracts” within (D) the meaning receipt of United States Bankruptcy Code §101(26).any illegal discounts or rebated or any other violation of the antitrust laws or (E) any investigation by any Government Authority which could subject the other Parties to any damage or penalty in any civil, criminal or governmental litigation or proceeding or which would have an adverse effect on the Partnership or the Business; and (nvii) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and Motorola represents that all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished rights in writing by or on behalf of it Israel to the Trademarks listed in Schedule 5.12 to the Purchase and Sale Agreement belong to Motorola or Motorola Israel Ltd. and are registered in their names. There are no licenses or other Party in connection third parties' rights with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;to said Trademarks.

Mutual Representations and Warranties. ‌ On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Lawapplicable law, any provision 31 NTD: IPA Act Section 1-75(c)(1)(G)(iv)(3)(E)(iii): “Permission for the ability of a contract holder to substitute projects with other waitlisted projects without penalty should a project receive a non-binding estimate of costs to construct the interconnection facilities and any required distribution upgrades associated with that project of greater than 30 cents per watt AC of that project's nameplate capacity.” of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any TransactionAgreement; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction Transaction and as to whether such transaction Transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25).; (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties.; and (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other party, as of the date of this Master Agreement, of the trade date for each Sale/Repurchase Transaction hereunder, and of the Confirmation therefore, that: (a) it It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation or organizationand, if relevant under such laws, in good standing; (b) it It has the power and authority to enter into execute this Master Agreement and any Confirmation or other document relating hereto to which it is a party, to deliver this Master Agreement and any Confirmation or other document relating hereto that it is required hereby to deliver, to perform its obligations hereunderunder this Master Agreement and any obligations it has under any Confirmation or other document relating hereto to which it is a party, and has taken all necessary action to authorize such execution, delivery and performance; (c) its execution Such execution, delivery and performance do not violate or conflict with Applicable Lawany law applicable to it, any provision of its constituent constitutional documents, any order or judgment of any court or other agency of government applicable to it or any contract of its assets or any contractual restriction binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental Its obligations under this Master Agreement and any Confirmation or other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by document relating hereto which it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) is a party constitute its obligations hereunder are legal, valid and bindingbinding obligations, enforceable in accordance with their respective terms, terms (subject to applicable bankruptcy bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (e) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Master Agreement or any Confirmation or other document relating hereto to which it is a party or its ability to perform its obligations under the same; (f) no Event of Default, or Potential Event of Default, It has occurred entered into this Master Agreement and is continuing, each Sale/Repurchase Transaction and none will occur Confirmation thereof as a result of its entering into or performing this Agreement or any Transaction; principal (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent an advisor, agent, broker or in any other capacity, fiduciary or otherwise); (hg) it It has entered hereinto into this Master Agreement and each Sale/Repurchase Transaction and Confirmation with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from representations of the other Party other than those expressly set forth in this Master Agreement, any assurance, Confirmation or any written guarantee or promise as to of the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder;obligations of such other Party; and (lh) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been All information furnished in writing by or on behalf of it to the other Party in connection with this Agreement are was, at the date of its preparation, true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;aspect.

Mutual Representations and Warranties. On Each of Lilly and Merus represent and warrant, as of the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) 10.1.1 it is duly organized and validly existing under in the laws Applicable Laws of the jurisdiction of its incorporation or organization; (b) it formation, as applicable, has the full corporate, limited liability company or other power and authority authority, as applicable, to enter into this Agreement and to carry out the provisions hereof, and has sufficient facilities, experienced personnel or other capabilities (including via Affiliates and/or Third Parties) to enable it to perform its obligations under this Agreement; 10.1.2 it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder; (c) its execution , and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing the individual executing this Agreement have on its behalf has been obtained duly authorized to do so by all requisite corporate, limited liability company or submitted other action, as applicable; and 10.1.3 this Agreement is legally binding upon it and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective termsits terms (except as the enforceability thereof may be limited by bankruptcy, subject to applicable bankruptcy bank moratorium or similar laws affecting creditors’ rights generally and subject, as laws restricting the availability of equitable remedies and may be subject to enforceability, to equitable general principles of general application regardless of equity whether enforcement or not such enforceability is sought [*] Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed. considered in a proceeding at law or in equity or at law; equity) and the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate action and do not and will not: (fa) no Event of Defaultconflict with, or Potential Event of Defaultconstitute a default or result in a breach under, has occurred and is continuingany agreement, and none will occur as a result of its entering into instrument or performing this Agreement understanding, oral or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth hereinwritten, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) which it is a “forward contract merchant” within the meaning party or by which it may be bound, or violate any Applicable Law; or (b) require any consent or approval of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)its stockholders or similar. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party hereby represents and warrants to the other that: (a) it is a corporation duly organized and organized, validly existing and, if relevant in its jurisdiction of organization, in good standing under the laws of the its jurisdiction of its incorporation or organization; (b) it organization and has the all requisite power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate or equivalent action on its part; (c) this Agreement has been duly executed and delivered by it and constitutes its execution legal, valid and performance do not violate or conflict binding obligation, enforceable against it in accordance with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assetsterms; (d) all governmental the execution, delivery and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted performance by it with respect to entering into and performing of this Agreement have been obtained and the consummation by it of the transactions contemplated hereby do not and will not: (i) violate any Applicable Laws; (ii) conflict with, or submitted and result in the breach of any provision of its organizational documents; (iii) result in the creation of any lien or encumbrance of any nature upon any property being transferred by it pursuant to this Agreement; or (iv) violate, conflict with, result in the breach or termination of, or constitute a default under (or event which, with notice, lapse of time or both, would constitute a default under) any permit, contract or agreement to which it is a party or by which any of its properties or businesses are in full force and effect and all conditions thereof have been complied withbound; (e) its obligations hereunder are legalno authorization, valid consent or approval of, or notice to or filing with, any Person is required for the execution, delivery and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, performance by it of this Agreement (excluding approvals of Regulatory Authorities as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law;contemplated herein); and (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result neither it nor any of its entering into or performing this Agreement or any Transaction; (g) it Affiliates is not relying upon any representations of debarred under the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by FFDCA or on behalf the U.S. Department of it to Health and Human Service’s List of Excluded Individuals/Entities or the other Party in connection with this Agreement are true, accurate U.S. General Services Administration’s Lists of Parties Excluded from Federal Procurement and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;Non-Procurement Programs.

Mutual Representations and Warranties. On the Effective Date Each Party, severally and on each Trade Datenot jointly, each Party represents and warrants to the other that:Parties that the following statements are true, correct, and complete as of the date hereof (or as of the date such Party becomes a party hereto): (ai) it such Party is duly organized and validly existing and in good standing under the laws of the its jurisdiction of its incorporation or organization; (b) it has the power , and has, as applicable, all requisite corporate, partnership, limited liability company, or similar authority to enter into this Agreement and to carry out the transactions contemplated hereby and perform its obligations contemplated hereunder, and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by, as applicable, all necessary corporate, limited liability company, partnership, or other similar action on its part; (cii) its execution the execution, delivery, and performance do by such Party of this Agreement does not and will not (A) violate or conflict with Applicable Law, any provision of its constituent documentslaw, rule, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority regulation applicable to it, its charter, or bylaws (or other similar governing documents), or (B) conflict with, result in a breach of, or constitute a default under any material contractual obligation to which it or its assetsis a party (after giving effect to the Transaction as contemplated hereby); (diii) all governmental the execution, delivery, and other authorizationsperformance by such Party of this Agreement, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing except as expressly provided in this Agreement have been (including the applicable Term Sheet), does and will not require the consent or approval by any other person or entity, except for any consent or approval obtained prior to, or submitted contemporaneously with, the TSA Effective Date (including the consents and are approvals provided for herein and in full force and effect and all conditions thereof have been complied with;the Definitive Documents); and (eiv) its obligations hereunder are legal, this Agreement is the legally valid and bindingbinding obligation of such Party, enforceable against it in accordance with their respective its terms, subject to applicable bankruptcy except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting relating to or limiting creditors’ rights generally and subject, as to enforceability, to or by equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation relating to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice enforceability or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability ruling of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning court of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)competent jurisdiction. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date Nabriva and on Licensee each Trade Date, each Party represents and warrants to the other other, as of the Effective Date, and, as set forth in clause (e), covenants, that: (a) it It is a corporation or other entity duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and has all requisite power and authority, corporate or organizationotherwise, to execute, deliver and perform under this Agreement; (b) it has the power The execution and authority to enter into delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and do not violate: (i) such Party’s charter documents, bylaws or other organizational documents; (ii) in any material respect, any agreement, instrument or contractual obligation to perform its obligations hereunderwhich such Party is bound; (iii) any requirement of any Applicable Law; or (iv) any order, writ, judgment, injunction, decree, determination or award of any court or Governmental Authority presently in effect applicable to such Party; (c) This Agreement is a legal, valid and binding obligation of such Party enforceable against it in accordance with its execution terms and conditions, subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance do not violate and general principles of equity (whether enforceability is considered a proceeding at law or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assetsequity); (d) all governmental and other authorizationsIt is not under any obligation, approvalscontractual or otherwise, consents, notices and filings to any Person that are required to have been obtained conflicts with or submitted by it is inconsistent in any material respect with respect to entering into and performing the terms of this Agreement have been obtained or submitted that would impede the diligent and are in full force and effect and all conditions thereof have been complied with;complete fulfillment of its obligations hereunder; and (e) Neither it nor any of its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, Affiliates has been debarred or is subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuingdebarment, and none will occur as a result neither it nor any of its entering into or performing Affiliates will use in any capacity, in connection with the services to be performed under this Agreement Agreement, any Person who has been debarred, in each case pursuant to Section 306 of the FFDCA (or any Transaction; (gequivalent provision under Applicable Law) it or who is not relying upon any representations the subject of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent a conviction described in such section or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction provision. It will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to inform the other Party in connection with this Agreement are truewriting promptly if it or any such Person who is performing services hereunder is debarred or is the subject of a conviction described in Section 306 of the FFDCA (or any equivalent provision under Applicable Law) or if any action, accurate and complete in every material respect and do not omit a material fact that would otherwise make suit, claim, investigation or legal or administrative proceeding is pending or, to the informationbest of its or its Affiliates’ Knowledge, document is threatened, relating to the debarment or statement misleading;conviction of it or any such Person performing services hereunder.

Mutual Representations and Warranties. On the Effective Date Sirius and on IGO represent and warrant to each Trade Date, each Party represents and warrants other that (subject to the other that:fulfilment or waiver of any relevant Condition as applicable): (a) (status) it is duly organized and validly existing a company limited by shares under the laws of the jurisdiction of its incorporation or organizationCorporations Act; (b) (power) it has the full legal capacity and power to: (i) own its property and authority to carry on its business; and (ii) enter into this Agreement document and to perform carry out the transactions that this document contemplates in accordance with its obligations hereunderterms; (c) (corporate authority) it has taken all corporate action that is necessary or desirable to authorise it entering into this document and carrying out the transactions that this document contemplates in accordance with its terms; (d) (Authorisations) it holds each Authorisation that is necessary or desirable to: (i) enable it to properly execute this document and to carry out the transactions that this document contemplates in accordance with its terms; (ii) ensure that this document is legal, valid, binding and admissible in evidence; and (iii) enable it to properly carry on its business, and it is complying with any conditions to which any such Authorisation is subject; (e) (document effective) this document constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms; (f) (no contravention) neither its execution and performance do not violate of this document nor the carrying out by it of the transactions that it contemplates in accordance with its terms, does or conflict with Applicable Law, will contravene: (i) any provision of its constituent documents, or any contract binding on or affecting law to which it or any of its assets property is subject or any order or judgment of any Governmental Authority applicable to Government Agency that is binding on it or any of its assetsproperty; (dii) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted any Authorisation held by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied withit; (eiii) any material undertaking or instrument binding on it or any of its property; or (iv) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transactionconstitution; (g) (no Insolvency Event) neither it nor any of its subsidiaries is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwiseaffected by an Insolvency Event; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and (not representative capacity) it is capable not entering into this document as trustee of assuming those risks;any trust or settlement or otherwise in a representative capacity; and (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related provided to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (oIndependent Expert) all applicable information, documents or statements that have been furnished in writing information provided by or on behalf of it to the other Party Independent Expert will be provided in connection with this Agreement are true, accurate good faith and complete on the understanding that the Independent Expert will rely on that information for the purpose of preparing the Independent Expert's Report for inclusion in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;Scheme Booklet.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party Novartis represents and warrants to Erasca, subject to the other exceptions disclosed in the disclosure schedules provided by Novartis to Erasca concurrently with the execution of this Agreement (the “Novartis Disclosure Schedule”) and Erasca represents and warrants to Novartis, subject to the exceptions disclosed in the disclosure schedules provided by Erasca to Novartis concurrently with the execution of this Agreement (the “Erasca Disclosure Schedule”) as of the Effective Date that: (a) 6.1.1 it is duly organized and organized, validly existing and in good standing under the laws Law of the jurisdiction of its incorporation or organization; (b) it incorporation, and has the full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 6.1.2 it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the individual executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action; 6.1.3 it shall comply with all applicable Law (cincluding applicable Law relating to data protection and privacy) its execution and Anti-Corruption Laws in connection with the performance do not violate or conflict with Applicable Law, any provision of its constituent documentsrights, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assetsduties and obligations under this Agreement; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing 6.1.4 this Agreement have been obtained or submitted is legally binding upon it and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective termsits terms except as enforceability may be limited by bankruptcy, subject fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to applicable bankruptcy or similar laws affecting creditors’ rights generally and subjectby general equitable principles and public policy constraints (including those pertaining to limitations and/or exclusions of liability, as to enforceabilitycompetition laws, penalties and jurisdictional issues including conflicts of laws); 6.1.5 The execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) which it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26)party (including its organizational documents) or by which it may be bound, nor violate any applicable Law; 6.1.6 all consents, approvals and this Agreement and authorizations from all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject governmental authorities or other Third Parties required to individual negotiation be obtained by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other such Party in connection with this Agreement are truehave been obtained; and 6.1.7 neither such Party nor, accurate to the actual knowledge of such Party, any employee, agent or subcontractor of such Party involved or to be involved in the Development or manufacture of the Licensed Compound or the Licensed Products has been debarred under Subsection (a) or (b) of Section 306 of the Federal Food, Drug and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;Cosmetic Act (21 USC §§ 335a).

Mutual Representations and Warranties. On the Effective Date Each of Licensee and on each Trade Date, each Party Akebia hereby represents and warrants to the other thatParty as of the Effective Date: (a) it It is a corporation or entity duly organized and validly existing under the laws of the state, municipality, provinces, administrative division, or other jurisdiction of its incorporation or organization; formation; and (b) it has full power and authority and the legal right to own and operate property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. 12.1.2 The execution, delivery, and performance of this Agreement by it has been duly authorized by all requisite corporate action. 12.1.3 This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity. 12.1.4 It has the power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder;, and such performance does not conflict with or constitute a breach of any of its agreements with Third Parties. (c) its 12.1.5 The execution and delivery of this Agreement and the performance of its obligations hereunder (a) do not violate or conflict with or violate any requirement of Applicable Law, Law or any provision of its constituent documentsarticles of incorporation, bylaws, limited partnership agreement, or any contract binding on similar instrument, as applicable, in any material way, and (b) do not conflict with, violate, or affecting it breach or constitute a default or require any consent under, any Applicable Law or any contractual obligation or court or administrative order by which it is bound. 12.1.6 It has not been debarred or suspended under 21 U.S.C. §335(a) or (b), is not the subject of its assets a conviction described in Section 306 of the FD&C Act, has not been and is not excluded from a federal or governmental health care program, debarred from federal contracting, convicted of or pled nolo contendere to any order felony, or judgment to any federal or state legal violation (including misdemeanors) relating to prescription drug products or fraud, is not subject to OFAC sanctions or on the OFAC list of specially designated nationals, and is not subject to any similar sanction of any Governmental Authority applicable to it or its assets; in the Territory (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26Debarred/Excluded”), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) no proceeding that could result in it being Debarred/Excluded is an “eligible commercial entity”pending, and an “eligible contract participant” within neither it nor any of its Affiliates has used, in any capacity in the meaning performance of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it obligations relating to the Licensed Product, any employee, subcontractor, consultant, agent, representative, or other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;person who has been Debarred/Excluded.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party Each party represents and warrants to the other that:party that (subject to obtaining any relevant Regulatory Approvals): (a) (Status): it is duly organized and validly existing a company limited by shares under the laws of the jurisdiction of its incorporation or organizationCorporations Act; (b) (Power): it has the full legal capacity and power to: (i) own its property and authority to carry on its business; and (ii) enter into this Agreement document and subject to perform its obligations hereunderthe satisfaction of the Conditions to carry out the transactions that this document contemplates; (c) (Corporate authority): it has taken all corporate action that is necessary or desirable to authorise its entry into this document and subject to the satisfaction of the Conditions to carry out the transactions that this document contemplates; (d) (Authorisations): it holds each Authorisation that is necessary or desirable to: (i) enable it to properly execute this document and subject to the satisfaction of the Conditions to carry out the transactions that this document contemplates; (ii) ensure that this document is legal, valid, binding and admissible in evidence; and (iii) enable it to properly carry on its business, and it is complying with any conditions to which any Authorisation is subject; (e) (Document effective): this document constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms; (f) (No contravention): neither its execution and performance do not violate of this document nor the carrying out by it of the transactions that it contemplates, does or conflict with Applicable Law, will: (i) contravene any provision of its constituent documents, or any contract binding on or affecting law to which it or any of its assets property is subject or any order or judgment of any Governmental Authority applicable to Government Agency that is binding on it or any of its assetsproperty; (dii) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied withcontravene any Authorisation; (eiii) contravene any undertaking or instrument binding on it or any of its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law;property; or (fiv) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of contravene its entering into or performing this Agreement or any Transactionconstitution; (g) it is not relying upon any representations (No litigation): otherwise than as disclosed in writing to each other prior to the date of the other Party other than those expressly set forth hereinthis Agreement, no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending or to its knowledge, threatened which, if adversely decided, could have, for Gindalbie a Gindalbie Material Adverse Change and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwiseSundance a Sundance Material Adverse Change; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and (No Insolvency Event): it is capable of assuming those risks;not affected by an Insolvency Event; and (i) (Not representative): it is not relying on any communication (written or oral) of the other Party as investment advice or as entering into this document in a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)representative capacity. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Dateof this Agreement, each Party represents and warrants to the other Party that: (a) it It is duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organizationformation; (b) It has all regulatory authorizations necessary for it has the power and authority to enter into this Agreement and to legally perform its obligations hereunderunder this Agreement (other than permits or regulatory authorizations to be obtained by Seller for the construction, operation or maintenance of the Facility, which Seller reasonably anticipates it will be able to obtain in due course); (c) its execution The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate or conflict with Applicable Lawany of the terms and conditions in its governing documents, any provision of its constituent documents, contracts to which it is a party or any contract law, rule, regulation, order or the like applicable to it, and the Agreement constitutes its legally valid and binding on obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses. (d) It is not Bankrupt and there are no proceedings pending or affecting being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; (e) There is not pending or, to its knowledge, threatened against it or any of its assets or Affiliates any order or judgment of any Governmental Authority applicable legal proceedings that could materially adversely affect its ability to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) perform its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at lawunder this Agreement; (f) no No Event of Default, Default or Potential Event of Default, Default with respect to it has occurred and is continuing, continuing and none will no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any TransactionAgreement; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it It is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions decision to enter into each transaction this Agreement and as to whether such transaction this Agreement is appropriate or proper for it based upon its own judgment and any judgment, is not relying upon the advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by or recommendations of the other PartyParty in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; (kh) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it It is a “"forward contract merchant” " within the meaning of the United States Bankruptcy Code §101(26), and Code; and (i) It has entered into this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate the conduct of its business and complete it has the capacity or ability to make or take delivery of all Product referred to in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;Agreement.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party hereby represents and warrants to the other thatParty as follows: (a) it 9.1.1. It is a corporation duly organized and validly existing under the laws law of the jurisdiction of its incorporation or organizationin which it is incorporated; (b) it 9.1.2. It has the corporate and legal right, title, power and authority to enter into this Agreement and to perform its obligations hereundercarry out the provisions hereof; (c) its 9.1.3. It has all necessary corporate and any other approvals for execution, delivery and performance of this Agreement; 9.1.4. Upon execution and performance do not violate or conflict with Applicable Lawdelivery, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, shall constitute a valid and bindingbinding obligation of it, enforceable in accordance with their respective its terms, subject to except as enforceability may be limited by applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and subject, except as enforceability may be subject to enforceability, to equitable general principles of general application equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law), to the extent that these laws cannot be and are not contracted out by the terms of this Agreement; (f) no Event 9.1.5. The execution, delivery and performance of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement will not conflict in any way with the terms of any other agreement or instrument to which it is or becomes a party or by which it is or becomes bound, nor violate any Transactionlaw or regulation or decision of any court, governmental body or administrative or other agency having authority over it; (g) it is not relying upon any representations of the other 9.1.6. The persons executing this Agreement on its behalf are duly authorized to do so and by so doing have bound such Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of this Agreement; and 9.1.7. There is no action, suit, investigation or proceeding pending against, or to its knowledge, threatened against or affecting it before any Transaction will court, arbitrator or any governmental authority, including but not be considered investment advice limited to regulatory authorities, that in any manner challenges or a recommendation seeks to enter into that Transaction; (j) it has made prevent, enjoin, alter or materially delay the contemplated transactions, and, to its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assuranceknowledge, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending reasonably valid basis for any such action, suit investigation or proceeding to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), be brought. [***] Certain information in this document has been omitted and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it submitted separately to the other Party in connection Securities and Exchange Commission. Confidential treatment has been requested separately with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make to the information, document or statement misleading;omitted portions.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party Each party hereby represents and warrants to the other party that: (a) it such party is a corporation duly organized and incorporated, validly existing and in good standing under the laws of the its jurisdiction of incorporation, and has all requisite corporate power and authority to own and operate its incorporation or organizationbusiness and properties and to carry on its business as such business is now being conducted, and is duly qualified to do business in all jurisdictions in which the transaction of its business in connection with the performance of its obligations in connection with this Agreement makes such qualification necessary; (b) it such party has the full corporate power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement by such party have been duly authorized by all necessary corporate action on the part of such party; (c) its execution this Agreement has been duly executed and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract delivered by such party and is valid and binding on such party, enforceable in accordance with its terms, except as enforcement thereof may be limited by or with respect to: (i) applicable insolvency, moratorium, bankruptcy, fraudulent conveyance and other similar laws of general application relating to or affecting it the rights and remedies of creditors; (ii) application of equitable principles (whether enforcement is sought in proceedings in equity or at law); and (iii) the fact that the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any of its assets or any order or judgment of any Governmental Authority applicable to it or its assetsproceeding therefore may be brought; (d) all governmental and other authorizationsauthorizations by, approvalsapprovals or orders by, consentsconsents of, notices to, filings with or other acts by or in respect of any Governmental Authority or any other Person applicable for such party in connection with the execution, delivery and filings that are required to have been obtained or submitted by it with respect to entering into and performing performance of this Agreement have been obtained or submitted and are will be obtained or completed in full force and effect and all conditions thereof have been complied withdue course; (e) the execution, delivery and performance of this Agreement by such party and the consummation of the transactions contemplated hereby do not and will not contravene the constating documents of such party (including any certificate of incorporation, by-laws, or charter, as applicable) and do not and will not conflict with or result in a breach of or default under any indenture, agreement, judgement, decree, order or ruling to which such party is a party or is otherwise subject that would materially adversely affect such party's ability to perform its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law;under this Agreement; and (f) there are no Event suits or actions pending or, to the best of Defaultits knowledge, threatened against such party that would affect the Services or Potential Event performance of Defaultits obligations hereunder. Each of the above will be construed as a separate representation, has occurred and is continuingwarranty or covenant on behalf of the party giving it, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice limited or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate restricted by reference to, or proper for it based upon its own judgment and inference from, the terms of any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee warranty or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority representation or any arbitrator that is likely to materially adversely affect the ability other terms of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder each party acknowledges and agrees that compliance by it with the warranties (or any of them) will not of itself constitute “forward contracts” within the meaning performance of United States Bankruptcy Code §101(26)any of its other obligations under this Agreement. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date Licensor and on Licensee each Trade Date, each Party represents and warrants to the other other, as of the Effective Date, and covenants, that: (a) 8.1.1. it is a corporation or limited liability company (as applicable) duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and has all requisite power and authority, corporate or organizationotherwise, to execute, deliver and perform this Agreement; 8.1.2. the execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and do not violate: (a) such Party’s charter documents, bylaws or other organizational documents; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; any requirement of any Applicable Law; or (c) its execution and performance do not violate any order, writ, judgment, injunction, decree, determination or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment award of any Governmental Authority court or governmental agency presently in effect applicable to it or its assetssuch Party; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing 8.1.3. this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are is a legal, valid and binding, binding obligation of such Party enforceable against it in accordance with their respective termsits terms and conditions, subject to applicable bankruptcy the effects of bankruptcy, insolvency or similar other laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance and general principles of equity (whether enforcement enforceability is sought in considered a proceeding in equity at law or at lawequity); (f) no Event 8.1.4. it is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations that would impede the diligent and complete fulfillment of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder;; and (m) 8.1.5. neither it nor any of its Affiliates has been debarred or is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by debarment and neither it nor any of its Affiliates will use in any capacity, in connection with the Parties. (o) all applicable informationservices or activities to be performed under this Agreement, documents any Person who has been debarred pursuant to Section 306 of the FFDCA or statements that have been furnished who is the subject of a conviction described in writing by or on behalf of it to such section. It will inform the other Party in connection with this Agreement are truewriting promptly if it or any such Person who is performing services or activities hereunder is debarred or is the subject of a conviction described in Section 306 or if any action, accurate and complete in every material respect and do not omit a material fact that would otherwise make suit, claim, investigation or legal or administrative proceeding is pending or, to the informationbest of its or its Affiliates’ knowledge, document is threatened, relating to the debarment or statement misleading;conviction of it or any such Person performing services hereunder.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other as of the Effective Date and the C losing Date that: (a) it such Party is duly organized authorized and validly existing under empowered to execute, deliver and perform this Agreement and the laws Evidence of Transfer of Cl aim, and each of this Agreement and the jurisdiction Evidence of Transfer of Claim constitutes such Party s valid, legal and binding agreement, enforceable against such Party in accordance with its incorporation or organizationterms; (b) it has neither the power and authority to enter into execution, delivery or performance of this Agreement and to perform its obligations hereunder;the Evidence of Transfer of Claim, nor consummation of t he transactions contemplated hereby and thereby, will violate or contravene any law, rule, regulation or agreement affecting such Party (or, in the case of SELLER, the Assigned Rights) (c) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related agreed to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made Purchase Price based on its own independent trading investigation and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from credit determination, has consulted with such advisors (if any) as it believes appropriate, and has deemed necessary and not in reliance upon relied on any view expressed representations made by the other Party; (kd) it has not received is aware that information which may be pertinent to its decision to sell or purchase (as applicable) the Assigned Rights c an be obtained from the Bankruptcy Court s docket or other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunderpublicly available sources; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (me) it is aware that the Purchase Price may dif fer both in kind and amount from any distributions in respect of the Claim made pursuant to any plan or reorganization or liquidation confirmed or approved by the Bankruptcy Court in the Bankruptcy Case; and (f) with respect to the sale or purchase (as applic able) of the Assigned Rights, it (i) is a “forward contract merchant” sophisticated person or entity, (ii) is able to bear the associated economic risk, and (iii) has adequate information concerning the business and financial condition of the Debto r and the status of the Bankruptcy C ase to make an informed decision. (g) If the Claim is allowed (within the meaning of United States Section 502 of the U.S. Bankruptcy Code §101(26Code) pursuant to an Order of the Bankruptc y Court, in an amount greater than the Claim Amount, (such excess, the Excess Claim Amount ), and this Agreement and all Transactions hereunder constitute “forward contracts” within then BUYER may, at its sole option, purchase the meaning of United States Bankruptcy Code §101(26)Excess Claim Amount at the Purchase Rate. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Lawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any TransactionAgreement; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction Transaction and as to whether such transaction Transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25).; (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties.; and (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;.

Mutual Representations and Warranties. On As of the Effective Date and on each Trade DateDelivery, each Party represents and warrants to the other Party that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) : it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) ; its execution and performance do of this Agreement does not violate or conflict with Applicable Law, any provision of its constituent constating documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) ; its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subjectand, as to enforceabilityin the case of the Province, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) the Crown Proceeding Act, R.S.B.C. 1996, c. 89; no Event of Default, or Potential Event of Default, Default has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) ; it is not relying upon any representations of the other Party other than those expressly set forth herein, and in relation to the transactions contemplated in this Agreement, it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with , on behalf of a full understanding Third Party, except, in respect of the material terms Province, acting to acquire Offset Units to transfer to or retire on behalf of Third Parties; and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the its ability of either Party to perform its obligations hereunder; (m) under this Agreement. As of the Effective Date and each Delivery, Vendor represents and warrants to the Province that: it is a “forward contract merchant” within duly organized and validly existing under the meaning laws of United States Bankruptcy Code §101(26), and this Agreement and the jurisdiction of its incorporation or organization; all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it Vendor to the other Party Province, the Validation Provider, the Verification Provider, or any combination thereof, in connection with this Agreement Agreement, the validation or acceptance of the Project Plan for the Project, the generation or verification of Project Reductions, and the issuance of Project Offset Units, are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the informationrespect; there is no pending, document or statement misleading;to Vendor’s knowledge threatened, claim, litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator:

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each (1) Each Party represents and warrants to the other Party that, except as set out in Schedule 2: (a) it is duly organized and validly existing under the laws formed in its place of the jurisdiction of its incorporation or organization; (b) it has the power full legal capacity and authority power: (i) to own its property and assets and to carry on its business as currently carried on; and (ii) to enter into this Agreement and to perform its obligations hereunderunder this Agreement subject to compliance with applicable securities laws and regulatory requirements; (c) it has taken all corporate action that is necessary to authorize its execution entry into this Agreement and to perform its obligations under this Agreement; (d) this Agreement constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy subject to laws generally affecting creditors' rights and to principles of equity; (e) the execution, delivery and performance do by it of this Agreement does not violate or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with Applicable Law, or result in a breach of or default under: (i) its constitution or other constating documents; (ii) any material term or provision of its constituent documentsany security arrangement, undertaking, agreement or deed; or (iii) any contract binding on writ, order or affecting injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement property is sought in a proceeding in equity or at lawbound; (f) no Event of Defaultlitigation, arbitration, mediation, conciliation or Potential Event of Defaultadministrative proceedings are taking place, has occurred and is continuingpending or, and none will occur as a result to the best of its entering into knowledge, threatened against it which if adversely decided could, in the reasonable opinion of the Party's management, have a material adverse effect on the Party's business, assets or performing financial condition such as to materially impair its ability to perform its obligations under this Agreement or any Transactionother than, with respect to BMR, [REDACTED: Summary of threatened legal action.]; (g) no liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator is currently appointed in relation to it is not relying upon or any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwiseproperty; (h) to the best of its knowledge after making due enquiry, there are no facts, matters or circumstances which give any person the right to appoint or to apply to appoint (as the case may be) a liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator to it has entered hereinto with a full understanding or any of the material terms and risks of the same, and it is capable of assuming those risks;its property; and (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions unaware of any Transaction will not be considered investment advice material facts or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements circumstances that have not been furnished disclosed in writing by or on behalf of it this Agreement, which should be disclosed to the other Party in connection with order to prevent the representations and warranties in this section 2.1(1) from being materially misleading. (2) The representations and warranties given in and under section 2.1(1) will be treated as made and be binding upon each Party continuously during the term of this Agreement and each Party must immediately notify the other Party if any of its representations and warranties set out in section 2.1(1) are true, accurate not true and complete correct in every any material respect and do not omit a material fact that would otherwise make at any time during the information, document or statement misleading;term of this Agreement.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Lawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any TransactionAgreement; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction Transaction and as to whether such transaction Transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the ; meaning of United States Bankruptcy Code §101(26101(25), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party hereto represents and warrants (as to itself only and, with respect to Bioverda and Virgin, as to the Investor) to the other Parties, as of the date of this Agreement and, if Units are issued to the Investor pursuant to the terms of this Agreement, as of the date of each such issuance of Units, that: (a) it It is duly organized and organized, validly existing and in good standing under the laws of the its jurisdiction of establishment and (i) in the case of the Company, that the Company has all requisite company power and authority to own, operate and lease the properties and assets it now owns, operates and leases, and to carry on its incorporation business as and where such properties and assets are now owned, operated and leased and as such business is now conducted and (ii) in the case of Bioverda and Virgin, that Bioverda and Virgin, as applicable, has all requisite power and authority to carry on its business as such business is now conducted insofar as the same is material to the performance of the obligations of Bioverda or organization;Virgin, as applicable, under this Agreement. (b) it It has the full power and authority to enter into into, deliver and perform its obligations under this Agreement and has taken all necessary corporate action to perform its obligations hereunder; (c) its execution authorize the execution, delivery and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) this Agreement constitutes its obligations hereunder are legal, valid and binding, binding obligation enforceable against it in accordance with their respective termsthe terms set forth herein, subject to applicable bankruptcy except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to equitable by general principles of general application equity (regardless of whether enforcement is sought in a proceeding in equity or at law;). (fc) no Event Each of Defaultthe execution, or Potential Event delivery and performance by such Party of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is does not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and will not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on conflict with or violate any communication provision of any constitutional or governance documents of such Party, (ii) constitute a violation by such Party of any law, rule, regulation, order, writ, judgment, injunction or decree applicable to such Party, (iii) contravene any provision, or constitute a default under, any indenture, mortgage, contract (written or oral) of the or other Party as investment advice or as a recommendation instrument to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) which it is a “forward contract merchant” within party or by which it is or any of its property is bound or (iv) result in or require the meaning creation or imposition of United States Bankruptcy Code §101(26)any lien, pledge, hypothecation or other encumbrance upon any of its property or assets, except to the extent of the Operating Agreement amendments. (d) There is no action, suit, investigation, litigation or proceeding affecting such Party pending or threatened which purports to affect the legality, validity or enforceability of this Agreement. (e) It has (or, in the case of the Investor, will have) sufficient financial resources to discharge its obligations and to perform this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning transactions contemplated hereby assuming, in the case of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”the Company, the closing on the Offering and its required debt financing as described in the Offering, and an “eligible contract participant” within there are no liabilities, contingent liabilities, obligations or restrictions imposed on its operations or activities which could interfere with the meaning performance of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents its obligations under this Agreement or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;transactions contemplated hereby.

Mutual Representations and Warranties. On the Effective Date Each of Exact and on each Trade Date, each Party Pfizer hereby represents and warrants to the other Party as of the Effective Date that: (a) it is duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite action under the provisions of its certificate of incorporation, bylaws and other organizational documents, and does not require any action or approval by any of its shareholders or other holders of its voting securities or voting interests that has not been taken; (c) it has the power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have has been obtained or submitted duly executed by an appropriate representative of such Party and are is a legal, valid and enforceable against such Party in full force and effect and all conditions thereof have been complied withaccordance with its terms; (e) the execution, delivery and performance by such Party of this Agreement and its obligations hereunder are legal, valid compliance with the terms and binding, enforceable in accordance provisions hereof does not and will not conflict with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought result in a proceeding in equity breach of or at lawdefault under (i) any oral or written agreement that binds such Party’s operations or property, including any assignment, license agreement, loan agreement, guaranty or financing agreement, (ii) the provisions of such Party’s certificate of incorporation, bylaws or other organizational documents, or (iii) any order, writ, injunction, decree or judgment of any court or Governmental Authority entered against such Party or by which any of such Party’s operations or property are bound; (f) no Event all material written information provided by each Party in the virtual data room maintained for the purposes of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing the proposed transactions under this Agreement or any Transaction;is complete, truthful and accurate in all material respects; and (g) it is not relying upon neither it, nor any representations of the other Party other than those expressly set forth hereinits Affiliates, and it is acting for its own accountnor, and not as agent to such Party’s knowledge, any of their respective Representatives has been debarred or in suspended under 21 U.S.C. § 335(a) or (b), excluded from a federal health care program, debarred from federal contracting, or convicted of or pled nolo contendere to any other capacityfelony, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration any federal or administrative proceeding before any Governmental Authority state legal violation (including misdemeanors) relating to medical devices or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; fraud (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26Debarred/Excluded”). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party The Purchaser represents and warrants to the other thatVendor and Vendor represents and warrants to the Purchaser, as follows: (a) in the case of the Purchaser, it is duly organized and validly existing under the laws of the jurisdiction place of its establishment or incorporation and is in good standing and existing under the laws of the place of its establishment or organizationincorporation, and in the case of the Vendor, he is the full age of majority and is legally competent to execute this Agreement and take all action pursuant hereto; (b) this Agreement constitutes a legal, valid and binding obligation of the Party, enforceable against it in accordance with its terms by appropriate legal remedy, subject, however, to limitations with respect to enforcement imposed by Applicable 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 court from which they are sought; (c) the Party is not insolvent under the Applicable Laws of its jurisdiction and is able to pay its debts as they fall due; (d) neither the execution and delivery of this Agreement, nor the performance of its obligations hereunder or thereunder, nor the consummation of the transactions hereby contemplated conflict with any of, or require the consent or waiver of rights of any Person, nor do or shall do 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 contract to which it the Party is a party or by which the Party is bound or to which any of the Party’s property is subject; or (iii) result in the creation of any Encumbrance on the Property, except in accordance with the terms of this Agreement; (e) the Party has all requisite power and authority required to enter into this Agreement and each other document or instrument delivered in connection herewith and has all requisite power and authority to perform fully each and every one of its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law;; and (f) no Event of Defaultthe Party has not incurred any liability, contingent or Potential Event of Defaultotherwise, has occurred and is continuing, and none will occur as a result of its entering into for brokers’ or performing this Agreement or any Transaction; (g) it is not relying upon any representations finders’ fees in respect of the other Party other than those expressly set forth transactions contemplated herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date Each Party hereby represents, warrants, and on each Trade Date, each Party represents and warrants covenants to the other Party that: (a) it such Party is duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation in which it is incorporated or organizationformed; (b) it such Party has the requisite power and authority to enter into execute and deliver this Agreement and to fully perform its obligations hereunder, and the individual executing this Agreement on behalf of such Party has the authority to do so; (c) its execution the execution, delivery and performance of this Agreement and the performance of such Party’s obligations hereunder (i) has been duly authorized by all of its corporate actions necessary on the part of such Party; (ii) do not violate or and will not conflict with or violate any requirement of Applicable Law, (iii) do not and will not conflict with or violate the certificate of incorporation, certificate of formation, bylaws, limited partnership agreement or other organizational documents of such Party, and (iv) do not and will not conflict with, violate, breach or constitute a default under any provision agreement, instrument or contractual obligations of its constituent documents, or any contract binding on or affecting it such Party or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assetsAffiliates; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained is a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms and conditions, subject to the effects of bankruptcy, insolvency or submitted other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance and are in full force and effect and all conditions thereof have been complied with;general principles of equity (whether enforceability is considered a proceeding at law or equity); and (e) its obligations hereunder are legalsuch Party is not debarred or disqualified under the United States Federal Food, valid Drug and binding, enforceable Cosmetic Act or any comparable Applicable Law in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally the Territory and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuingit does not, and none will occur as a result not during the Term, employ or use the services of its entering into any Person who is debarred or performing this Agreement or disqualified, in connection with activities relating to any Transaction; Product (g) it is not relying upon any representations being understood that, in the event that such Party becomes aware of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent debarment or in any other capacity, fiduciary disqualification or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written threatened debarment or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions disqualification of any Transaction will not be considered investment advice Person providing services to such Party, including the Party itself, its Affiliates or a recommendation sublicensees, which directly or indirectly relate to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether activities under this Agreement, such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to shall immediately notify the other Party in connection with writing and such Party shall cease employing, contracting with, or retaining such Person to perform any services under this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;Agreement).

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date MedImmune and on Licensee each Trade Date, each Party represents and warrants to the other other, as of the Effective Date and, with respect to subsection (d) below, covenants, that: (ai) it It is a corporation duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and has all requisite power and authority, corporate or organizationotherwise, to execute, deliver and perform this Agreement; (bii) it has the power The execution and authority to enter into delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and do not violate: (a) such Party’s charter documents, bylaws or other organizational documents; (b) in any material respect, any agreement, instrument or contractual obligation to perform its obligations hereunderwhich such Party is bound; (c) any requirement of any Applicable Law; or (d) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party; (ciii) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this This Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are is a legal, valid and binding, binding obligation of such Party enforceable against it in accordance with their respective termsits terms and conditions, subject to applicable bankruptcy the effects of bankruptcy, insolvency or similar other laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance and general principles of equity (whether enforcement enforceability is sought in considered a proceeding in equity at law or at lawequity); (fiv) no Event It is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations that would impede the diligent and complete fulfillment of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder;; and (mv) Neither it nor any of its Affiliates has been debarred or is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by debarment and neither it nor any of its Affiliates will use in any capacity, in connection with the Parties. (o) all applicable informationservices to be performed under this Agreement, documents any Person who has been debarred pursuant to Section 306 of the FFDCA or statements that have been furnished who is the subject of a conviction described in writing by or on behalf of it to such section. It will inform the other Party in connection with this Agreement are truewriting promptly if it or any such Person who is performing services hereunder is debarred or is the subject of a conviction described in Section 306 or if any action, accurate and complete in every material respect and do not omit a material fact that would otherwise make suit, claim, investigation or legal or administrative proceeding is pending or, to the informationbest of its or its Affiliates’ Knowledge, document is threatened, relating to the debarment or statement misleading;conviction of it or any such Person performing services hereunder.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party that, except as provided in this Agreement: (a) it is duly organized and validly existing under the laws formed in its place of the jurisdiction of its incorporation or organization; (b) it is in good standing with respect to the filing of annual reports under the legislation under which it is incorporated or existing; (c) it has the full legal capacity and power and authority to carry on its business, to enter into this Agreement and to perform its obligations hereunderunder this Agreement; (cd) it has taken all corporate action necessary to authorize its execution entry into this Agreement and to perform its obligations under this Agreement; (e) this Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy, subject to laws generally affecting creditors’ rights and to principles of equity; (f) the execution, delivery and performance do of this Agreement by it does not violate and will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with Applicable Lawor result in a breach of or default under its constating documents, any material term or provision of its constituent documentsany undertaking, agreement, deed or security arrangement, or any contract binding on writ, order, injunction, judgment, law, rule or affecting regulation to which it is a party or is subject, or by which it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement property is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transactionbound; (g) no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending or, to the best of its knowledge, threatened against it is not relying upon any representations which, if adversely decided, could, in the reasonable opinion of the other Party other than those expressly set forth hereinParty’s management, and it is acting for have a material adverse effect on the Party’s business, assets or financial condition such as to materially impair its own account, and not as agent or in any other capacity, fiduciary or otherwiseability to perform its obligations under this Agreement; (h) no liquidator, trustee in bankruptcy, receiver, receiver manager or other external administrator is currently appointed in relation to it has entered hereinto with a full understanding or any of the material terms and risks of the same, and it is capable of assuming those risks;its property; and (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions best of its knowledge, there are no facts, matters or circumstances which give any Transaction will not be considered investment advice or a recommendation Person the right to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending appoint or to its knowledge threatened litigationapply to appoint (as the case may be) a liquidator, arbitration trustee in bankruptcy, receiver, receiver manager or administrative proceeding before any Governmental Authority other external administrator to it or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)property. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party, as of the date of this Agreement and as of each Delivery of the Contract RECs and payment in respect of the Purchase Price that: (a) it It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation or organizationand, if relevant under such laws, in good standing; (b) it It has the corporate authority and power to execute, deliver and authority to perform the Agreement and enter into this Agreement and to perform its obligations hereunderany transaction contemplated hereby; (c) its execution Such execution, delivery and performance of this Agreement have been duly authorized and do not violate or conflict with Applicable Lawany law applicable to it, any provision of its constituent constitutional documents, any order or judgment of any court or other agency of government applicable to it or any contract of its assets or any contractual restriction binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizationsThere is no pending or (to its knowledge) threatened litigation, approvals, consents, notices and filings arbitration or administrative proceeding that are required materially adversely affects its ability to have been obtained or submitted by it with respect to entering into and performing perform under this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with;Agreement. (e) its obligations hereunder are legal, valid and binding, enforceable It is an “Eligible Contract Participant” as defined in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subjectSection 1a(18) of the Commodity Exchange Act, as to enforceabilityamended, to equitable principles 7 U.S.C. § 1a(18), and it is a “forward contract merchant” and this Agreement is a “forward contract” within the meaning of general application regardless of whether enforcement is sought in a proceeding in equity or at law;the United States Bankruptcy Code. (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it It is not relying upon any advice, reports, analyses, or representations of the other Party other than those expressly set forth hereinin this Agreement or any written guarantee of the obligations of such other Party, and the other Party has not given to it any assurance or guarantee as to the expected financial performance or result of this transaction, and it is acting has entered into this transaction as principal and for its own account, account (and not as agent advisor, agent, broker or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto ), with a full understanding of of, and the ability to assume, the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it (including regarding the suitability thereof) based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)necessary. (ng) it is an “eligible commercial entity”This Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to bankruptcy, reorganization, and an “eligible contract participant” within the meaning similar laws affecting creditors’ rights generally and to general principals of United States Commodity Exchange Act §§1a(11) and 1a(12equity (regardless whether considered in a proceeding in equity or at law), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each (a) Each Party represents and warrants to the other Party that: (ai) it Such Party (or in the case of a partnership, each of its partners) is duly organized or formed, validly existing, and validly existing in good standing under the laws of the jurisdiction of its incorporation organization or organizationformation, and has all requisite power and authority to own, lease, and operate its assets and to carry on its businesses as they are now being conducted; (bii) it Such Party has the all requisite power and authority to enter into this Agreement and Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance by such Party of this Agreement and the consummation by such Party of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action or other action (as applicable) on the part of such Party. This Agreement has been duly executed and delivered by such Party and, assuming the due authorization, execution, and delivery hereof by the other Party, constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be affected by: (i) applicable bankruptcy, reorganization, insolvency, moratorium, and other similar laws and court decisions of general application, including statutory and other laws regarding fraudulent or preferential transfers relating to, limiting, or affecting the enforcement of creditors’ rights generally; and (ii) general principles of equity, including the effect of such general principles of equity upon the specific enforceability of any of the remedies, covenants, or other provisions contained herein and therein, and their application (regardless of whether enforcement is considered in a proceeding at law or in equity) as such principles relate to, limit, or affect the enforcement of creditors’ rights generally; (ciii) its the execution and delivery by such Party of this Agreement, the consummation of the transactions contemplated by this Agreement, and the performance do of the obligations of such Party hereunder will not violate conflict with, or conflict with Applicable Lawresult in any violation of or default under, any provision of its constituent documentsany governing instrument applicable to such Party, or any contract binding on agreement or affecting it other instrument to which such Party is a party or by which such Party (and in the case of a partnership each of its partners) or any of its assets is bound, or any order or judgment requirement of any a Governmental Authority applicable to it such Party or its assets;; and (div) all governmental the execution, delivery, and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted performance by it with respect to entering into and performing such Party of this Agreement have been obtained does not require any approval or submitted permit by a Government Authority except as otherwise provided by this Agreement; and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent approvals or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with permits of a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as Government Authority which are customarily obtained at a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)later date. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to and in favour of the other Party that: (a) it is duly organized incorporated, amalgamated or continued and is validly existing under the laws of the its governing jurisdiction of its incorporation or organization; (b) it and has the corporate power and authority to enter into this Agreement and and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder; (cb) its the execution and performance delivery of this Agreement by it and the completion by it of the transactions contemplated herein do not and will not: (i) result in the breach of, or violate any term or provision of, its articles or by-laws; (ii) conflict with Applicable Lawwith, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any provision of its constituent documentsagreement, instrument, license, permit or authority to which it is a party or by which it is bound, or to which any contract binding on assets of such Party are subject, or affecting it or result in the creation of any Encumbrance upon any of its assets under any such agreement or instrument, or give to others any interest or right, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would have a Material Adverse Effect on it; or (iii) violate any provisions of any applicable Law or any judicial or administrative award, judgment, order or judgment decree applicable and known to it, the violation of any Governmental Authority applicable which would have a Material Adverse Effect on it; (c) no dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or, to it or its assets;such Party’s knowledge, is proposed in respect of it; and (d) all governmental the execution and other authorizations, approvals, consents, notices delivery of this Agreement and filings that are required to the completion of the transactions contemplated herein have been obtained or submitted duly approved by it with respect to entering into its board of directors, and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, constitutes a valid and binding, binding obligation of such Party enforceable against it in accordance with their respective its terms, subject to applicable bankruptcy or similar bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to equitable general principles of general application regardless equity and limitations upon the enforcement of whether enforcement is sought in a proceeding in equity indemnification for fines or at penalties imposed by law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Lawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction Transaction and as to whether such transaction Transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25).); (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties.; and (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party that: : (a) as of the Effective Date, it is a corporation duly organized and validly existing in good standing under the laws Laws of the jurisdiction of its incorporation or organization; incorporation, and it has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement; (b) as of the Effective Date, it has the full right, power and authority to enter into this Agreement and to grant the rights granted by it under this Agreement; (c) as of the Effective Date, there are no existing or, to its knowledge, threatened actions, suits or claims pending with respect to the subject matter of this Agreement or its right to enter into and perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; under this Agreement; (d) as of the Effective Date, it has taken all governmental necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; (e) this Agreement has been duly executed and delivered on behalf of it, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof, subject to the general principles of equity and to bankruptcy, insolvency, moratorium and other authorizationssimilar Laws affecting the enforcement of creditors’ rights generally; (f) as of the Effective Date, approvals, all necessary consents, notices approvals and filings that are authorizations of all regulatory and governmental authorities and other Persons required to have been be obtained or submitted by it in connection with respect to entering into the execution and performing delivery of this Agreement and the performance of its obligations under this Agreement have been obtained or submitted obtained; and are in full force (g) the execution and effect delivery of this Agreement and all conditions thereof have been complied with; (e) the performance of its obligations hereunder are legal, valid and binding, enforceable in accordance do not conflict with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result any of its entering into contractual obligations (except that Acorda makes no representation or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto warranty with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or respect to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely obligations pursuant to materially adversely affect the ability of either Acorda Third Party to perform its obligations hereunder; (mAgreements) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit constitute a material fact that would otherwise make the information, document or statement misleading;default under any of its contractual obligations. 8.2

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party that: (a) it is duly organized and validly existing formed in its place of organization, is in good standing with respect to the filing of annual reports under the laws of the jurisdiction of legislation under which it is incorporated or existing, and has full legal capacity and power to carry on its incorporation or organization; (b) it has the power and authority business, to enter into this Agreement and to perform its obligations hereunderunder this Agreement; (b) it has taken all corporate action necessary to authorize its entry into this Agreement and the performance of its obligations under this Agreement; (c) this Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it enforceable in accordance with its execution terms by appropriate legal remedy, subject to laws generally affecting creditors’ rights and to principles of equity; (d) the execution, delivery and performance do of this Agreement by it does not violate and will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with Applicable Lawwith, any provision or result in a breach of or default under, its constituent constating documents, or any contract binding on material term of any undertaking, agreement, deed, security arrangement, writ, order, injunction, judgment, law, rule or affecting regulation to which it is a party or is subject, or by which it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied withproperty is bound; (e) no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending or, to the best of its knowledge, threatened against it which, if adversely decided, could, in the reasonable opinion of the Party’s management, have a material adverse effect on the Party’s business, assets or financial condition such as to materially impair its ability to perform its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at lawunder this Agreement; (f) no Event of Defaultliquidator, trustee in bankruptcy, receiver, receiver manager or Potential Event of Default, has occurred and other external administrator is continuing, and none will occur as a result currently appointed in relation to it or any of its entering into or performing this Agreement or any Transactionproperty; (g) to the best of its knowledge, there are no facts, matters or circumstances which give any Person the right to appoint, or to apply to appoint (as the case may be), a liquidator, trustee in bankruptcy, receiver, receiver manager or other external administrator to it is not relying upon or any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise;property; and (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions aware of any Transaction will not be considered investment advice material fact or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it circumstance which has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it disclosed to the other Party which should be disclosed in connection with order to prevent its representations and warranties in this Agreement are true, accurate and complete in every Article 9 from being misleading or which may otherwise be material respect and do not omit a material fact that would otherwise make to the information, document or statement misleading;other Party.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party that:: ------------------------------------- (a) it It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation or organizationand, if relevant under such laws, in good standing; (b) it It has the corporate, governmental and/or other legal capacity, authority and power to execute, deliver and authority to enter into this Agreement and to perform its obligations hereunder, and has taken all necessary action to authorize such execution, delivery and performance; (c) its execution Such execution, delivery and performance do not violate or conflict with Applicable Lawany law applicable to it, any provision of its constituent constitutional documents, any order or judgment of any court or other agency of government applicable to it or any contract of its assets or any contractual restriction binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing Its obligations under this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) constitute its obligations hereunder are legal, valid and bindingbinding obligations, enforceable in accordance with their respective terms, terms (subject to applicable bankruptcy bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ ' rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (fe) no No Event of DefaultDefault with respect to it, or Potential event which with notice and/or lapse of time would constitute such an Event of Default, has occurred and is continuing, continuing and none will no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; (f) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Transactionits ability to perform its obligations hereunder; (g) it It is not relying upon any representations of or the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwisethis Agreement; (h) it It has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it this Agreement based upon its own judgment and any advice from such advisors as it has deemed necessary necessary, with a full understanding of the material terms and not in reliance upon any view expressed by the other Party;risks thereof, and is capable of assuming those risks; and (ki) it The other Party has not received from the other Party given to it any assurance, assurance or guarantee or promise as to the expected financial performance or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability result of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)Agreement. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On Each of Acadia and Stoke represent and warrant, as of the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under in the laws Applicable Laws of the jurisdiction of its incorporation or organizationformation, as applicable, has full corporate, limited liability company or other power and authority, as applicable, to enter into this Agreement and to carry out the provisions hereof, and has sufficient facilities, experienced personnel or other capabilities (including via Affiliates or Third Parties) to enable it to perform its obligations under this Agreement; (b) it has the power is duly authorized to execute and authority to enter into deliver this Agreement and to perform its obligations hereunder;, and each individual executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate, limited liability company or other action, as applicable; and (c) its execution and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted is legally binding upon it and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective termsits terms (except as the enforceability thereof may be limited by bankruptcy, subject to applicable bankruptcy bank moratorium or similar laws affecting creditors’ rights generally and subject, as laws restricting the availability of equitable remedies and may be subject to enforceability, to equitable general principles of general application regardless of equity whether enforcement or not such enforceability is sought considered in a proceeding at law or in equity or at law; (fequity) no Event and the execution, delivery and performance of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) by it is have been duly authorized by all necessary corporate action and do not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; shall not: (i) it is not relying on conflict with, or constitute a default or result in a breach under, any communication (written agreement, instrument or oral) of the other Party as investment advice understanding, oral or as a recommendation written, to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) which it is a “forward contract merchant” within the meaning party or by which it may be bound, or violate any Applicable Law; or (ii) require any consent or approval of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)its stockholders or similar. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party Each party represents and warrants to the other that: (a) (status) it is and each of its subsidiaries are duly organized and validly existing under the laws of incorporated in the jurisdiction of its incorporation or organizationregistration; (b) (power) it has the power full legal capacity and authority power: (i) to own its property and to carry on its business; and (ii) to enter into this Agreement deed and to perform its obligations hereundercarry out the transactions that it contemplates; (c) (corporate authority) it has taken all corporate action that is necessary or desirable to authorise its entry into this deed and its carrying out the transactions that it contemplates; (d) (Authorisations) it holds each Authorisation that is necessary or desirable to: (i) enable it to properly execute this deed and to carry out the transactions that it contemplates; (ii) ensure that this deed is legal, valid, binding and admissible in evidence; or (iii) enable it to properly carry on its business as it is now being conducted, and it is complying with any conditions to which any of these Authorisations is subject; (e) (document effective) this deed constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally), subject to any necessary stamping or registration; and (f) (no contravention) neither its execution and performance do not violate of this deed nor the carrying out by it of the transactions that it contemplates, does or conflict with Applicable Law, will: (i) contravene any provision of its constituent documents, or any contract binding on or affecting law to which it or any of its assets property is subject or any order or judgment of any Governmental Authority applicable to Government Agency that is binding on it or any of its assetsproperty; (dii) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied withcontravene any Authorisation; (eiii) contravene any undertaking or instrument binding on it or any of its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at lawproperty; (fiv) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of contravene its entering into or performing this Agreement or any Transaction;constitution; or (gv) require it is not relying upon to make any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent payment or delivery in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions respect of any Transaction will not be considered investment advice financial accommodation or a recommendation to enter into that Transaction; (j) financial instrument before it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;be obliged to do so.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party as of the Effective Date, and shall be deemed to represent and warrant as of the date of any purchase of Product hereunder, that: 17.1.1 it is (aA) an “eligible commercial entity” and an “eligible contract participant” as defined in Sections 1a(11) and 1a(12) of the U.S. Commodity Exchange Act, as amended, and (B) a “forward contract merchant” under section 101(26) and a “master netting agreement participant” under section 101(38B), for purposes of the Bankruptcy Code; 17.1.2 it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation or organization; (b) it and, if relevant under such laws, in good standing, has the power to execute and authority to enter into deliver this Agreement and any other related documentation that it is required by this Agreement to deliver and to perform its obligations hereunderunder this Agreement, and has taken all necessary action to authorize such execution, delivery and performance; (c) its execution 17.1.3 such execution, delivery and performance do not violate or conflict with any Applicable LawLaw in any material respect, any provision of its constituent constitutional documents, order or judgment of any court or Governmental Authority or, in any material respect, any of its assets or any contract contractual restriction binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) 17.1.4 all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect effect, and all conditions thereof of this Agreement have been obtained or submitted and are in full force and effect, and all conditions of any such authorizations, approvals, consents, notices and filings have been complied with, in all material respects; (e) 17.1.5 its obligations hereunder are under this Agreement constitute its legal, valid and bindingbinding obligations, enforceable in accordance with their respective terms, terms (subject to applicable bankruptcy bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (f) 17.1.6 no Termination Event of Default, or Potential Event of Default, Default has occurred and is continuing, and none will no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; 17.1.7 there is not pending, nor to its knowledge threatened against it, any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Transactionits ability to perform its obligations under this Agreement; (g) 17.1.8 it is not relying upon any representations of the any other Party other than those expressly set forth herein, in this Agreement; 17.1.9 it has entered into the Transaction Documents and it is acting for its own account, will enter into any transaction thereunder as principal (and not as agent advisor, agent, broker or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto and with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions decision to enter into each the Transaction Documents and any transaction and as to whether such the Transaction Documents and any transaction is are appropriate or proper suitable for it based upon its own judgment and any upon advice from such advisors advisers as it has deemed necessary and not in reliance upon any view expressed by the any other Party; 17.1.10 it is capable of assessing the merits of and understanding (kon its own behalf or through independent professional advice) the Transaction Documents and any transaction, understands and accepts the terms, conditions and risks of the Transaction Documents and any transaction, and is capable of assuming, and assumes, the risks of the Transaction Documents and any transactions contemplated thereunder; and it has not received from is capable of assuming those risks; 17.1.11 the other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to this Agreement, (ii) is not acting as a financial advisor or fiduciary or in any assurance, similar capacity with respect to this Agreement and (iii) has not given to it any assurance or guarantee or promise as to the expected performance or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunderresult of this Agreement; (l) there 17.1.12 it is no pending not bound by any agreement that would preclude or to hinder its knowledge threatened litigationexecution, arbitration delivery, or administrative proceeding before performance of any Governmental Authority or any arbitrator that is likely to materially adversely affect of the ability of either Party to perform its obligations hereunderTransaction Documents; (m) 17.1.13 neither it is a “forward contract merchant” within the meaning nor any of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have its Affiliates has been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing contacted by or on behalf of it to the negotiated with any finder, broker or other Party intermediary in connection with this Agreement are truethe sale of Product hereunder who is entitled to any compensation with respect thereto; and 17.1.14 none of its directors, accurate and complete officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in every material respect and do not omit a material fact that would otherwise make connection with any of the information, document or statement misleading;Transaction Documents.

Mutual Representations and Warranties. 62 NTD: LTRRPP Section 6.16.1: “If the amount of collateral held for an Approved Vendor is insufficient to compensate the utility, the Approved Vendor will be required to pay the utility for the balance of the value of the undelivered RECs from that previous year.” On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable LawLawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactiontransactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction transactionTransaction and as to whether such transaction transactionTransaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25).); (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties.; and (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) : it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) ; it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) ; its execution and performance do not violate or conflict with Applicable Lawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) ; all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) ; its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law; (f) ; no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) Agreement; it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) ; it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) ; it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) ; it has made its own independent trading and investment decisions to enter into each transaction Transaction and as to whether such transaction Transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) ; it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) ; to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) ; it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25). (n) ; it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) ; and all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;. Additional Warranties of Seller. Seller represents and warrants to Buyer upon the Date of First Operation (or the Hydropower Refurbishment Completion Date if the Project is a Hydropower Project that is newly Modernized or Retooled) and on each Delivery Date through the expiry of the Delivery Term that all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with. Upon each Delivery, Seller represents and warrants to Buyer as follows: at the time of Delivery, Seller has the right to convey title to any and all of the RECs Delivered to Buyer in accordance with this Agreement free and clear of any and all liens or other encumbrances or title defects; Seller has sold and transferred the RECs once and only once exclusively to Buyer; the RECs and any other Environmental Attributes sold hereunder have not expired and have not been, nor will be retired, claimed or represented as part of electricity output or sale, or used to satisfy any renewable energy or other carbon or renewable generation attributes obligations under Illinois law or in any other jurisdiction; and that it has made no representation, in writing or otherwise, that any third-party has received, or has obtained any right to, such RECs that are inconsistent with the rights being acquired by Buyer hereunder; and the Product is Regulatorily Continuing and complies with the Applicable Program.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other that: (a) it is a corporation or a limited liability company, as applicable, duly organized and validly existing in good standing under the laws Laws of the jurisdiction of its incorporation or organizationformation, and it has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement; (b) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereundergrant the rights and licenses granted by it under this Agreement; (c) as of the Execution Date, neither the FDA Action nor any other pending action, suit or claim to which it is a party or, to its execution and performance do not violate or conflict with Applicable Lawknowledge, any provision action, suit or claim threatened against it, affects or limits its right to enter into and perform its obligations under this Agreement or (except for the FDA Action) relates to the subject matter of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assetsthis Agreement; (d) as of the Execution Date, it has taken all governmental necessary action on its part to authorize the execution and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing delivery of this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied withthe performance of its obligations under this Agreement; (e) its obligations hereunder are this Agreement has been duly executed and delivered on behalf of it, and constitutes a legal, valid and bindingvalid, binding obligation, enforceable against it in accordance with their respective termsthe terms hereof, subject to applicable bankruptcy or the general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws Laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at lawgenerally; (f) no Event as of Defaultthe Execution Date, or Potential Event all necessary consents, approvals and authorizations of Default, has occurred all regulatory and is continuing, governmental authorities and none will occur as a result other Persons required to be obtained by it in connection with the execution and delivery of this Agreement and the performance of its entering into or performing obligations under this Agreement or any Transaction;Agreement, including Section 5.5, have been obtained; and (g) it is not relying upon any representations the execution and delivery of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions the performance of its obligations hereunder do not conflict with, or constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”a default under, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, its organizational documents or statements that have been furnished in writing by or on behalf any of it its contractual obligations, including, with respect to Licensor: the other Party in connection with this Agreement are trueLicense Agreement, accurate dated as of March 3, 2009, between Licensor and complete in every material respect NeoStem, Inc., as amended; the Consulting Agreement, dated as of May 1, 2009, between Licensor and do not omit a material fact that would otherwise make NeoStem, Inc., as amended; the informationLicense Agreement, document or statement misleading;dated as of November 1, 2009, between Licensor and Stematix, Inc., as amended; the Consulting Agreement, dated as of October 12, 2009, between Licensor and Stematix, Inc., as amended; the Licensing Agent Agreement, dated as of September 30, 2009, between Stematix, Inc. and Licensor, as amended; and the Licensing Agreement, dated as of October 4, 2011, 2011, between Licensor and The Rehabilitation Medicine Center of New Jersey, P.A. as amended.

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents represent and warrants severally to the each other Party that: (a) it It is a duly organized and organised, validly existing entity of the type described in the introduction to this Agreement and is in good standing under the laws of the jurisdiction of its incorporation or organization; (b) it formation. It has the all requisite power and authority to enter into this Agreement and to perform its obligations hereunder;under this Agreement. (b) Its execution, delivery and performance of this Agreement have been authorised by all necessary corporate action on its part and that of its equity owners (if required) and do not and will not (i) violate any law, rule, regulation, order or decree applicable to it or (ii) violate its organisational documents. (c) This Agreement is a legal and binding obligation of that Party, enforceable against that Party in accordance with its execution terms, except to the extent enforceability is modified by bankruptcy, reorganisation and performance do not violate or conflict with Applicable Lawother similar laws affecting the rights of creditors generally and by general principles of equity. (d) There is no litigation pending or, any provision to the best of its constituent documentsknowledge, threatened to which that Party or any of its Affiliates is a party that could reasonably be expected to have a material adverse effect on the financial condition, prospects, or business of that Party or Affiliate or its ability to perform its obligations under this Agreement. (e) It has not transferred or assigned to any Person, or granted or permitted or suffered to subsist any Encumbrance of any kind and in any manner any of the rights held by it under the relevant Participating Interests, or agreed to do so, and the relevant Participating Interests are free and clear of all Encumbrances. (f) The recitals to this Agreement, insofar as they relate to that Party, are true and accurate. (g) Neither it nor any of its Affiliates nor any of their officers, directors, employees, agents, shareholders or representatives (including a consultant) has made, or caused to be made, in connection with the Participating Interests, the Joint Operations, this Agreement or the transactions contemplated by this Agreement, payments, loans or gifts or promises or offer of payments, loans or gifts of any money or anything of value, directly or indirectly: (i) to or for the use or benefit of any official or employee of any government or agency or instrumentality thereof (including without limitation any enterprise owned or controlled by such government), or any contract binding Person acting in an official capacity for or on behalf of any government, department, agency or affecting instrumentality; (ii) to or for the use or benefit of any political party or official or candidate thereof, or any official or employee of a public international organization, or any person acting in an official capacity for or on behalf of any political party or public international organization; (iii) in violation of any applicable law; or (iv) to any other Person either as an advance or as a reimbursement if it knows that any part of such payment, loan or gift will be directly or indirectly given or paid by such other Person to an official, party, party official or candidate referred to in sub-paragraph (i) or (ii) above, or will reimburse such other Person for payments, gifts, or loans previously made, to any such official, party, party official or candidate. (h) It and, by way of dividends or return of capital, its shareholders and ultimate beneficial owners constitute all of the Persons or entities who are to receive, directly or indirectly, any part of the benefits which may be received by it hereunder or under the Participating Interest or the Joint Operations, and neither it nor any of its Affiliates nor any director, officer, employee or attorney-in-fact of it or any of its assets Affiliates, nor any shareholder or ultimate beneficial owner of more than 5% of the issued and outstanding shares of any class of it or any order of its Affiliates, is: (i) an official or judgment employee of any Governmental Authority applicable to it government, or its assetsany department, agency or instrumentality of any government; (dii) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained a political party or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied withofficial thereof; (eiii) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at lawcandidate for political office therein; (fiv) no Event an official or employee of Defaulta public international organization; or (v) a Person acting in an official capacity for or on behalf of any government, or Potential Event of Defaultany department, has occurred and is continuingagency or instrumentality thereof, and none will occur as a result of its entering into or performing this Agreement any political party, or any Transaction; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks;public international organization. (i) it is not relying on shall answer and shall cause each of its officers, directors, employees and attorneys-in-fact, and its Affiliates and their respective officers, directors, employees and attorneys-in-fact, to answer, and shall exert reasonable commercial efforts to cause its and their consultants to answer, in reasonable detail, any communication (questionnaire or other written or oral) of oral communications, or any request for information from the other Party as investment advice or as a recommendation its outside auditors, relating to enter into a transactionthe representations, warranties, covenants and undertakings set forth above; and to provide, on or before the 30th day after notice from another Party so requesting, certification to the effect that it has not, and understands that information its Affiliates and explanations related to the terms and conditions their personnel have not, made or sought any payments, directly or indirectly, in violation of any Transaction will not be considered investment advice paragraph (g) or a recommendation to enter into that Transaction;(h) above. (j) To the best of its knowledge the receipt by it has made its own independent trading of the consideration which may be obtained hereunder or of any funds or interests under the Participating Interests does not violate the laws, decrees and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by regulations of the other Party;republic of Turkey. (k) No other Person or entity claiming by, through or under it has not received from or any of its Affiliates, and no director, officer, employee or attorney-in-fact of or consultant to any of the other Party preceding is or shall be entitled to any assurance, guarantee fee or promise as to compensation by reason of the expected execution or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder;implementation of this Agreement. (l) there No Party will, or permit or suffer to be done, any act or thing which is no pending inconsistent with this Agreement or the transactions contemplated herein, or would give rise to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect a breach of the ability of either Party to perform its obligations hereunder;representations and warranties given in this Agreement. (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26). (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it Each Party has disclosed to the other Party in connection with this Agreement are trueParties all material correspondence between it, accurate on the one hand, and complete in every material respect and do not omit a material fact that would otherwise make the informationGovernment of the Republic of Turkey or any department, document agency or statement misleadingauthority thereof (including any local or regional government or governmental agency or authority), on the other hand, relating to the Participating Interests;

Mutual Representations and Warranties. On the Effective Date REGENX and on PARTNER each Trade Date, each Party represents and warrants to the other other, as of the Execution Date, and covenants, that: (a) 11.1.1 it is a corporation duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and has all requisite power and authority, corporate or organizationotherwise, to execute, deliver and perform this Agreement; 11.1.2 the execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and do not violate: (a) such Party’s charter documents, bylaws or other organizational documents; (b) it has the power and authority any agreement, instrument or contractual obligation to enter into this Agreement and to perform its obligations hereunder; which such Party is bound; (c) its execution and performance do not violate or conflict with any requirement of any Applicable Law, any provision of its constituent documents, subject to compliance with the HSR Act as set forth herein; or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizationsany order, approvalswrit, consentsjudgment, notices and filings that are required injunction, decree, determination or award of any court or Governmental Authority presently in effect applicable to have been obtained or submitted by it such Party, subject to compliance with respect the HSR Act as set forth herein; 11.1.3 Subject to entering into and performing ARTICLE 2, this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are is a legal, valid and binding, binding obligation of such Party enforceable against it in accordance with their respective termsits terms and conditions, subject to applicable bankruptcy the effects of bankruptcy, insolvency or similar other laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance and general principles of equity (whether enforcement enforceability is sought in considered a proceeding in equity at law or at law;equity); and (f) no Event 11.1.4 it is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent with the terms of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (g) it is not relying upon any representations that would impede the diligent and complete fulfillment of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), hereunder and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26)thereunder. (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Each Party represents and warrants to the other Party that: (aA) it is duly organized organized, validly existing, and validly existing in good standing under the laws of the jurisdiction under which it is organized, and is authorized to do business in the State of its incorporation or organizationTexas; (bB) it has the full power and authority to enter into this Agreement and to perform its obligations hereunderall of the specified obligations, representations, warranties, and covenants under this Agreement; (cC) its execution the execution, delivery, and performance do not violate or conflict with Applicable Law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted duly authorized by all requisite action of its governing body, and are in full force the Person signing this Agreement on its behalf was duly authorized to execute and effect and all conditions thereof have been complied withdeliver this Agreement on its behalf; (eD) its obligations hereunder are legalit has obtained, valid or shall obtain prior to beginning performance under this Agreement, all licenses, registrations, certifications, Permits, and bindingother authorizations; and has taken, enforceable in accordance or shall take prior to beginning performance under this Agreement, all actions required by applicable laws or governmental regulations with their respective termsthe exception of licenses, subject to applicable bankruptcy registrations, certifications, Permits, or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at lawother authorizations that do not materially affect performance under this Agreement; (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any Transaction; (gE) it is not relying upon in violation of any representations contracts, laws, ordinances, or governmental rules, regulations, or orders of the other Party other than those expressly set forth herein, any governmental authority or arbitration board materially affecting performance of this Agreement and to which it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwisesubject; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (iF) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation bankrupt, does not contemplate becoming bankrupt nor, to enter into a transactionits knowledge, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transactionbecome bankrupt; (j) it has made its own independent trading and investment decisions to enter into each transaction and as to whether such transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (mG) it is a “forward contract merchant” within solely responsible for keeping itself informed of and understanding its respective responsibilities under the meaning of United States Bankruptcy Code §101(26)Governing Rules and the ERCOT Operating Guides, and this Agreement any laws, rules, regulations, and all Transactions hereunder constitute “forward contracts” within tariffs approved by any governmental authority with jurisdiction over the meaning of United States Bankruptcy Code §101(26).matters specified herein; and (nH) it is an “eligible commercial entity”acknowledges and affirms that the foregoing representations, warranties, and an “eligible contract participant” within covenants are continuing in nature throughout the meaning term of United States Commodity Exchange Act §§1a(11) and 1a(12), respectively, and all Transactions hereunder have been subject to individual negotiation by the Partiesthis Agreement. (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;

Mutual Representations and Warranties. On the Effective Date and on each Trade Date, each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and performance do not violate or conflict with Applicable Lawapplicable law, any provision of its constituent documents, or any contract binding on or affecting it or any of its assets or any order or judgment of any Governmental Authority applicable to it or its assets; (d) all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into and performing this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with; (e) its obligations hereunder are legal, valid and binding, enforceable in accordance with their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law;; 32 NTD: IPA Act Section 1-75(c)(1)(G)(iv)(3)(E)(iii): “Permission for the ability of a contract holder to substitute projects with other waitlisted projects without penalty should a project receive a non-binding estimate of costs to construct the interconnection facilities and any required distribution upgrades associated with that project of greater than 30 cents per watt AC of that project's nameplate capacity.” (f) no Event of Default, or Potential Event of Default, has occurred and is continuing, and none will occur as a result of its entering into or performing this Agreement or any TransactionAgreement; (g) it is not relying upon any representations of the other Party other than those expressly set forth herein, and it is acting for its own account, and not as agent or in any other capacity, fiduciary or otherwise; (h) it has entered hereinto with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; (i) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into a transactionTransaction, and understands that information and explanations related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into that Transaction; (j) it has made its own independent trading and investment decisions to enter into each transaction Transaction and as to whether such transaction Transaction is appropriate or proper for it based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party; (k) it has not received from the other Party any assurance, guarantee or promise as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either economic, legal, regulatory, tax, financial, accounting or otherwise) hereunder; (l) to its knowledge there is no pending or to its knowledge threatened litigation, arbitration or administrative proceeding before any Governmental Authority or any arbitrator that is likely to materially adversely affect the ability of either Party to perform its obligations hereunder; (m) it is a “forward contract merchant” within the meaning of United States Bankruptcy Code §101(26), and this Agreement and all Transactions hereunder constitute “forward contracts” within the meaning of United States Bankruptcy Code §101(26101(25).; (n) it is an “eligible commercial entity”, and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(111a(17) and 1a(121a(18), respectively, and all Transactions hereunder have been subject to individual negotiation by the Parties.; and (o) all applicable information, documents or statements that have been furnished in writing by or on behalf of it to the other Party in connection with this Agreement are true, accurate and complete in every material respect and do not omit a material fact that would otherwise make the information, document or statement misleading;.