Common use of Xxxxxxxx Xxxxxx Clause in Contracts

Xxxxxxxx Xxxxxx. It has been my honour and privilege to chair the process of developing the text you now have in front of you, the Minamata Convention on Mercury, a result of more than three years of intensive work after 5 negotiations starting in 2010, concluding our mandate from the decision 25/5 of the UNEP Governing Council in 2009 Since being selected as the Chair of the intergovernmental negotiating committee my focus has been on a successful conclusion to the negotiations, and on the development of a solid text, which will meet the needs of all who participated in the negotiations for years to come. While leading this process, I relied on all of the participating Governments for their constructive contributions, flexibility, and grueling work to ensure we completed the task we had set for ourselves. I also greatly appreciated the contributions of representatives of civil society, including both environmental and health related non-governmental organizations and industry that provided information, assistance and encouragement throughout the process. I have had the honour to see at first hand how Governments pull together to produce a meaningful and practicable text and to note the close partnerships developed between all stakeholders working in a coordinated and effective way. The conclusion of the negotiations in January 2013 was an exciting time and a tremendous reward for the efforts undertaken during the past several years in so many different forums, not only during the negotiating sessions themselves but also at regional meetings and consultations and through ardous intersessional discussions I would extend my thanks to all who worked so hard to complete these negotiations, and to ensure that we have a text which will meet the needs of all countries struggling with the challenges of managing mercury. We now look forward to implementing what has been so carefully negotiated; to setting up a framework that will allow for us all to ratify this new treaty so it enters into force in short order and we move towards practical actions. I look forward to the future successes in implementing this Convention, and to seeing the positive results that our work will produce for the environment and populations everywhere, allowing all communities to achieve their full potential and especially the future generations. FOREWORD BY THE MINISTER OF THE ENVIRONMENT, JAPAN XXXXXXXX XXXXXXXX We wish to extend a heartfelt welcome to the delegates from many countries to the Conference of Plenipotentiaries (Diplomatic Conference) on the “Minamata Convention on Mercury” held in Kumamoto/Minamata for adoption and signature of the convention. We would also like to pay tribute to all the efforts made by the delegations from each country up to the adoption of the convention.

Xxxxxxxx Xxxxxx. It X.Xxxxxxxx@xxx.xxx Xxx Xxxxxx Xxxxxx.X.Xxxxxx@xxx.xxx Xxx X. Hershey Xxx.X.Xxxxxxx@xxx.xxx SCHEDULE 3 FORM OF REPRESENTATION CERTIFICATE PURSUANT TO SECTION 3(q) OF THE AGREEMENT [Date] Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, XX 00000 Sir: The undersigned, the duly qualified and elected Chief Executive Officer, of Seelos Therapeutics, Inc., a Delaware corporation (the "Company"), does hereby certify, solely in such capacity and on behalf of the Company and not in his individual capacity, pursuant to Section 3(q) of the Equity Distribution Agreement, dated June [ ], 2019 (the "Equity Distribution Agreement"), between the Company and Xxxxx Xxxxxxx & Co., that to the best of the knowledge of the undersigned: The representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the date of the certificate, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date of the certificate; No stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the qualification of the Shares for Registration Statement, nor suspending or preventing the use of the Prospectus or any Permitted Free Writing Prospectus, has been my honour issued, and privilege no proceeding for that purpose has been instituted or, to chair the process best of developing the text you now Company's knowledge, is contemplated by the Commission or any state or regulatory body; The Shares have in front been duly and validly authorized by the Company and that all corporate action required to be taken for the authorization, issuance and sale of youthe Shares has been validly and sufficiently taken; The signers of this certificate have carefully examined the Registration Statement, the Minamata Convention on MercuryProspectus and any Permitted Free Writing Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus and any Permitted Free Writing Prospectus), each part of the Registration Statement and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus) contain, and contained when such part of the Registration Statement (or such amendment) became effective, all statements and information required to be included therein, each part of the Registration Statement, or any amendment thereof, does not contain, and did not contain, when such part of the Registration Statement (or such amendment) became effective, any untrue statement of a material fact or omit to state, and did not omit to state when such part of the Registration Statement (or such amendment) became effective, any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as amended or supplemented, does not include and did not include as of its date, or the time of first use within the meaning of the Securities Act, any untrue statement of a material fact or omit to state and did not omit to state as of its date, or the time of first use within the meaning of the Securities Act, a result of more than three years of intensive work after 5 negotiations starting material fact necessary to make the statements therein, in 2010, concluding our mandate from the decision 25/5 light of the UNEP Governing Council in 2009 Since being selected as circumstances under which they were made, not misleading, at no time during the Chair period that begins on the earlier of the intergovernmental negotiating committee my focus date of such base prospectus, Prospectus, or Permitted Free Writing Prospectus and the date such base prospectus, Prospectus, or Permitted Free Writing Prospectus was filed with the Commission and ends on the date of this certificate did such base prospectus, Prospectus, or Permitted Free Writing Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, since the date of the Equity Distribution Agreement, there has occurred no event required to be set forth in an amended or supplemented prospectus which has not been so set forth, and there has been on no document required to be filed under the Exchange Act that upon such filing would be deemed to be incorporated by reference into the Prospectus or any Permitted Free Writing Prospectus that has not been so filed, except as stated in the Prospectus or any Permitted Free Writing Prospectus, the Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, not in the ordinary course of business, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock, and except as disclosed in the Prospectus, and any Permitted Free Writing Prospectus, there has not been any change in the capital stock (other than a successful conclusion change in the number of outstanding Common Stock due to sales of Shares pursuant to the negotiationsEquity Distribution Agreement and the issuance of shares of Common Stock upon the exercise of equity awards or warrants), or any material change in the short term or long term debt, or any Material Adverse Effect or any development involving a prospective Material Adverse Effect (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company, and on except as stated in the development Prospectus, and any Permitted Free Writing Prospectus, there is not pending, or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company is a solid textparty before or by any court or governmental agency, authority or body, or any arbitrator, which will meet might result in a Material Adverse Effect. Capitalized terms used herein without definition shall have the needs of all who participated meanings given to such terms in the negotiations for years to comeEquity Distribution Agreement. While leading this processSEELOS THERAPEUTICS, I relied on all of the participating Governments for their constructive contributionsINC. By: __________________________________ Name: _______________________________ Title: _____________________________ SCHEDULE 4 SUBSIDIARIES NexMed (U.S.A.), flexibilityInc. Apricus Pharmaceuticals USA, and grueling work to ensure we completed the task we had set for ourselves. I also greatly appreciated the contributions of representatives of civil societyInc. (formerly Topotarget USA, including both environmental and health related non-governmental organizations and industry that provided informationInc.) NexMed Holdings, assistance and encouragement throughout the process. I have had the honour to see at first hand how Governments pull together to produce a meaningful and practicable text and to note the close partnerships developed between all stakeholders working in a coordinated and effective way. The conclusion of the negotiations in January 2013 was an exciting time and a tremendous reward for the efforts undertaken during the past several years in so many different forumsInc. NexMed International Limited Seelos Corporation (formerly Seelos Therapeutics, not only during the negotiating sessions themselves but also at regional meetings and consultations and through ardous intersessional discussions I would extend my thanks to all who worked so hard to complete these negotiations, and to ensure that we have a text which will meet the needs of all countries struggling with the challenges of managing mercury. We now look forward to implementing what has been so carefully negotiated; to setting up a framework that will allow for us all to ratify this new treaty so it enters into force in short order and we move towards practical actions. I look forward to the future successes in implementing this Convention, and to seeing the positive results that our work will produce for the environment and populations everywhere, allowing all communities to achieve their full potential and especially the future generations. FOREWORD BY THE MINISTER Inc.) EXHIBIT A FORM OF THE ENVIRONMENT, JAPAN XXXXXXXX XXXXXXXX We wish to extend a heartfelt welcome to the delegates from many countries to the Conference of Plenipotentiaries (Diplomatic Conference) on the “Minamata Convention on Mercury” held in Kumamoto/Minamata for adoption and signature of the convention. We would also like to pay tribute to all the efforts made by the delegations from each country up to the adoption of the convention.COMPANY COUNSEL OPINION EXHIBIT B FORM OF COMPANY NEVADA COUNSEL OPINION EXHIBIT C FORM OF COMPANY IP COUNSEL OPINION

Xxxxxxxx Xxxxxx. It has was confirmed that a on-stop-shop Medupi industrial relations forum had been my honour set up to deal with outstanding grievances, while Engineering News Online also learned that well-known labour relations specialist Xxxxxxx Xxxxx had been brought in to help with the drafting of the new arrangement. Agreement on the new framework was reached at a meeting of Eskom, its contractors and privilege labour on Monday, where representative trade unions also consented to chair an industrial-action amnesty period for the process duration of developing the text you now have drafting process. Gigaba commended the participants for the spirit with which they had approached the matter, which he said “reflected their deep understanding and appreciation that they are the custodians of a project which is of significant national importance”. The reworked framework was expected to result in front a more consistent application of youlabour contracts across the site and was likely to include improved productivity incentives to encourage workers to play their part in delivering the project in line with the agreed schedule. Eskom would also take a more “hands on” approach to the management of the project, with a board subcommittee having been established to coordinate, supervise and monitor progress of Eskom’s capital project and to report back to Gigaba every two weeks. In addition, outgoing FD Xxxx X’Xxxxxxxx and other senior executives would be spending at least a day a week on the Medupi site as part of a set of interventions designed to maintain a tight management and oversight of the project. COST OVERRUNS However, it was also possible that cost overruns could result from efforts to make up for lost time and Eskom was currently working to quantify that risk. X’Xxxxxxxx stressed that the conditions of the various contracts did allow Eskom to recover costs where it could prove that the cause of the delay rested with a contractor. But Xxxxxx did not rule out the possibility that the shareholder might be requested to step in a provide support beyond that which had already been extended in the form of loans and guarantees. Such a course of action would be pursued holistically and would not be confined to the support that might be required specifically for Medupi. The Minister’s comments came against the backdrop of growing speculation that Eskom might turn to its shareholder for additional guarantees following the National Energy Regulator of South Africa’s decision to grant it only half of the 16% a year in tariff increases it had sought for a five-year period from 2013 to 2018. Currently, the Minamata Convention on MercuryMedupi project was expected to cost R91-billion, a result of more than three years of intensive work after 5 negotiations starting in 2010, concluding our mandate from the decision 25/5 with nearly 60% of the UNEP Governing Council project having been completed. The 4 800 MW power station was expected to reach full commercial operations in 2009 Since being selected 2016, with five more 800 MW units to be added in six month intervals, following the synchronisation of Unit 6 in December. Xxxxx said Eskom had received written assurances from both Hitachi and Alstom that they would "deliver on time", but added that they "have to still prove that to us and to South Africa". “Medupi is on a tight schedule . . . and meeting that deadline will be a huge challenge due to quality issues on the Hitachi boiler contract and the Alstom control and instrumentation contract, as well labour unrest." Three work packages were of particular concern: The Alstom Control and Instrumentation (C&I) contract to deliver the Chair central computer system needed to monitor and control the plant. The software had failed factory acceptance tests and various remedial actions were currently under way. Irregularities had also been found with the post-weld heat treatment of the intergovernmental negotiating committee my focus has been on boiler and Hitachi was testing 9 000 potentially faulty welds out of a successful conclusion total of 53 000 boiler welds. Eskom was also concerned about boiler welds that did not meet Welding Procedure Qualification Record specifications. Hitachi Power Africa reported that it had finalised a solution to the negotiationswelding issues and that it was already being implemented and would not delay the start of power generation from Unit 6. Xxxxxx said the group was deploying specialised resources and equipment from Europe in order to complete this work within the agreed timescales. “Whilst the welding issues identified are disappointing and have caused considerable concern, we have taken necessary action, both with people and on processes, to minimise a reoccurrence of this nature,” Xxxxxx said. Meanwhile, Xxxxxx’s Cochet insisted that the development French group was part of a solid textthe solution to the Medupi and “not part of the problem”, noting that the C&I contract was only part of the total work to be delivered by the group, which was also supplying the turbines. The boiler C&I system “will perform to specification and will not delay Alstom’s delivery schedule”, he insisted. Nevertheless, Xxxxxx warned that failure to meet the needs of all who participated December target for first synchronisation would result in the negotiations “tough penalties being imposed on any party responsible for years to come. While leading this process, I relied on all of the participating Governments for their constructive contributions, flexibility, and grueling work to ensure we completed the task we had set for ourselves. I also greatly appreciated the contributions of representatives of civil society, including both environmental and health related non-governmental organizations and industry that provided information, assistance and encouragement throughout the process. I have had the honour to see at first hand how Governments pull together to produce a meaningful and practicable text and to note the close partnerships developed between all stakeholders working in a coordinated and effective way. The conclusion of the negotiations in January 2013 was an exciting time and a tremendous reward for the efforts undertaken during the past several years in so many different forums, not only during the negotiating sessions themselves but also at regional meetings and consultations and through ardous intersessional discussions I would extend my thanks to all who worked so hard to complete these negotiations, and to ensure that we have a text which will meet the needs of all countries struggling with the challenges of managing mercury. We now look forward to implementing what has been so carefully negotiated; to setting up a framework that will allow for us all to ratify this new treaty so it enters into force in short order and we move towards practical actions. I look forward to the future successes in implementing this Convention, and to seeing the positive results that our work will produce for the environment and populations everywhere, allowing all communities to achieve their full potential and especially the future generations. FOREWORD BY THE MINISTER OF THE ENVIRONMENT, JAPAN XXXXXXXX XXXXXXXX We wish to extend a heartfelt welcome to the delegates from many countries to the Conference of Plenipotentiaries (Diplomatic Conference) on the “Minamata Convention on Mercury” held in Kumamoto/Minamata for adoption and signature of the convention. We would also like to pay tribute to all the efforts made by the delegations from each country up to the adoption of the conventionsuch delay”.