Common use of Agreements; Actions Clause in Contracts

Agreements; Actions. (a) Save for the agreements set out in Section 3.10(a) of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, Contracts or proposed transactions to which any Group Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group Company in excess of US$25,000 per annum or in excess of US$50,000 in the aggregate, (ii) the transfer or license of any Intellectual Property rights to or from any Group Company, other than from or to another Group Company or from a Founder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Knowledge of the Warrantors, by all the other parties thereto. There are, to the Knowledge of the Warrantors, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. (b) The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 or in excess of US$50,000 in the aggregate, (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of this Section 3.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) No Group Company is a guarantor or indemnitor of any indebtedness of any other Person, firm or corporation that is not a Group Company.

Agreements; Actions. (a) 10.1 Save for the agreements set out in Section 3.10(a) 10.1 of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, Contracts contracts or proposed transactions to which any Group Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group Company in excess of US$25,000 100,000 per annum or in excess of US$50,000 500,000 in the aggregate, (ii) the transfer or license of any Intellectual Property rights patent, copyright, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from a Founder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights, and there are no agreements, understandings, instruments, contracts or proposed transactions between any Warrantor and any holder of Preferred Shares amending or varying the rights or obligations of the Company and such holder of Preferred Shares from those set out in the Transaction Documents. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Knowledge of the Warrantors’ knowledge, by all the other parties thereto. There are, are to the Knowledge of the Warrantors’ knowledge, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. (b) 10.2 The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 10,000 or in excess of US$50,000 25,000 in the aggregate, (ii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of Sections 10.1 and 10.2 of this Section 3.10, Schedule 5 all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) 10.3 No Group Company is a guarantor or indemnitor of any indebtedness of any other Personperson, firm or corporation that is not a Group Company. 10.4 Save as set out in Section 10.4 of the Disclosure Schedule or in connection with this Agreement and the other Transaction Documents, no Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Agreements; Actions. (a) 10.1 Save for the agreements set out in Section 3.10(a) 10.1 of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, Contracts contracts or proposed transactions to which any Group Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group Company in excess of US$25,000 100,000 per annum or in excess of US$50,000 200,000 in the aggregate, (ii) the transfer or license of any Intellectual Property rights patent, copyright, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from a Founder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Knowledge knowledge of the Warrantors, by all the other parties thereto. There are, are to the Knowledge knowledge of the Warrantors, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. (b) The 10.2 Save as set out in Section 10.2 of the Disclosure Schedule, the Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 100,000 or in excess of US$50,000 200,000 in the aggregate, (ii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of Sections 10.1 and 10.2 of this Section 3.10, Schedule 5 all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) 10.3 No Group Company is a guarantor or indemnitor of any indebtedness of any other Personperson, firm or corporation that is not a Group Company. 10.4 Save as set out in Section 10.4 of the Disclosure Schedule or in connection with this Agreement and the other Transaction Documents, no Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Agreements; Actions. (a) Save for the agreements set out in Section 3.10(aSchedule 3.8(a) of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, Schedules sets forth all Contracts or proposed transactions to which any the Company Group Company is a party or by which it is bound (other than the Transaction Agreements or Benefit Plans listed on Schedule 3.14(g)) that involve (i) obligations (contingent or otherwise) of, or payments to, any the Company Group Company in excess of US$25,000 per annum or in excess of US$50,000 in the aggregate$500,000.00 on an annual basis, (ii) a license (A) under which the transfer Company Group receives a right or license of to use any Intellectual Property rights to of another Person (except for (x) licenses of commonly available off-the-shelf shrink wrap or from any click-to-agree license of business-related software used by the Company Group Companyin the ordinary course of business with aggregate fees of less than $500,000.00 on an annual basis, (y) licenses primarily for the provision of services (other than from software development) where the granting of any non-exclusive license to use Intellectual Property in the ordinary course of business is ancillary or incidental to another Group the transactions contemplated in such Contract, the commercial purpose of which is something other than such license, and (z) Open Source Licenses), or (B) under which any Person has obtained a right or license to use any Company or from a Founder Owned IP (except for non-exclusive, end-user licenses granted in the ordinary course of business to a Group Companycustomers for non-custom Company Offerings substantially on Company Group’s standard form(s) (as such form(s) have been furnished to Purchaser) without material modification), (iii) the acquisition or development for or on behalf of the Company Group of any material Intellectual Property (other than employee invention assignment or contractor agreements executed on the Company’s standard form of agreement (as such form(s) have been furnished to Purchaser) without material modifications) or any material assets or the Equity Interests of any Person, (iv) the Company Group divesting any material Intellectual Property in the last three (3) years, (v) material limitations on the Company Group’s ability to own, disclose, license, use, or enforce any Company Intellectual Property, (vi) arising out of any dispute with respect to Intellectual Property (including concurrent use agreements, settlement agreements, coexistence agreements, and covenant not to sue agreements), (vii) the grant by the Company Group of rights to manufacture, produce, assemble, license, market, or sell its products the Company Offerings to any other Person or affect any Group Companythat limit the Company Group’s exclusive right to develop, manufacture, assemble, distribute, market or sell its productsCompany Offerings, (viii) Contracts for the lease of real property or real property interests to or by the Company Group, (ix) Contracts for Indebtedness, (x) Labor Agreements, (xi) any employment, independent contractor or consulting, deferred compensation, severance or bonus Contract with any current or former employee, officer, director or other individual service provider of the Company that (A) provides for (x) base annual cash compensation in excess of $200,000, (y) payment of any severance benefits, or (ivz) indemnification any change in control, retention or other payments that would be triggered solely by any Group Company with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations consummation of the parties thereto transaction or (B) cannot be terminated upon sixty days’ notice or less without further payment, liability or obligation, (xii) Contracts that are settlement or similar agreements with any Governmental Body, school districts or state department of education or pursuant to which the Company Group will have any material outstanding obligation after the date of this Agreement, (xiii) Contracts with any Governmental Body, other than customer Contracts between the Company Group and the terms thereof have been complied with customers that are schools, colleges, universities, school districts or state departments of education, (xiv) agreements related to any completed material business acquisition by the relevant Group CompanyCompany or any of its Subsidiaries in the last three (3) years, and (xv) (A) under which the Company or any Subsidiary has advanced or loaned money to, guaranteed an amount for the benefit of or made an investment in any Person or (B) under which any Person would be deemed to have Indebtedness to the Knowledge Company in amounts in the aggregate exceeding $500,000, (xvi) a Top Customer, (xvii) a Top Vendor or (xviii) prohibitions on the Company or any Subsidiary from freely engaging in any business or competing anywhere in the world, granting most favored nation pricing or exclusive rights to a counterparty or requiring it to purchase all or substantially all of the Warrantors, by all the other parties thereto. There are, to the Knowledge of the Warrantors, no circumstances likely to give rise to any material breach of such terms, no grounds its requirements for rescission, avoidance a product or repudiation of any of the Material Agreements which would have service from a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreementparticular Person. (b) The Except as set forth on Schedule 3.8(b), with respect to each such Contract required to be set forth on Schedule 3.8(a) of the Disclosure Schedules: (i) such Contract is legal, valid, binding, enforceable, free and clear of any Lien and in full force and effect; (ii) neither the Company Group, nor to the Company’s Knowledge, the other party(ies) thereto, is in breach or default, and no event has occurred, or will occur (with the delivery of notice, the passage of time or both) as a result of the transactions contemplated hereby, which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under such Contract; (iii) neither the Company Group, nor to the Company’s Knowledge, the other party(ies) thereto, have repudiated or threatened to repudiate any provision of such Contract, and there is no dispute pending or, to the Company’s Knowledge, threatened under any such Contract; and (iv) no such Contract would restrict in any way or require consent for Purchaser to acquire the Purchased Units and operate the business of the Company Group as it is currently being operated. (c) Except as set forth on Schedule 3.8(c) of the Disclosure Schedules, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capitalEquity Interests, and no Group Company has (iii) incurred any indebtedness for money borrowed Indebtedness or incurred any other liabilities individually in excess of US$25,000 or in excess of US$50,000 in the aggregate$500,000.00, (iiiii) made any loans or advances to any Person, other than ordinary advances for travel expenses and trade receivables to employees in the ordinary course of business, or (iiiiv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of subsections (c) and (d) of this Section 3.103.8, all indebtednessIndebtedness, liabilities, agreements, understandings, instruments, contracts Contracts and proposed transactions involving the same person or entity Person (including any other Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (cd) No The Company Group Company is not a guarantor or indemnitor of any indebtedness Indebtedness of any other Person, firm or corporation that is not a Group Company.

Agreements; Actions. (a) 10.1 Save for the agreements set out in Section 3.10(a) 10.1 of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, Contracts contracts or proposed transactions to which any Group Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group Company in excess of US$25,000 per annum 250,000 with respect to one single transaction or in excess of US$50,000 in the aggregate500,000 with respect to a series of related transactions, (ii) the transfer or license of any Intellectual Property rights patent, copyright, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from a Founder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Knowledge knowledge of the Warrantors’, by all the other parties thereto. There are, are to the Knowledge knowledge of the Warrantors’, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. (b) The 10.2 Save as set out in Section 10.2 of the Disclosure Schedule and set forth in the Financial Statements, the Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 10,000 or in excess of US$50,000 25,000 in the aggregate, (ii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of Sections 10.1 and 10.2 of this Section 3.10, Schedule 5 all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) 10.3 No Group Company is a guarantor or indemnitor of any indebtedness of any other Personperson, firm or corporation that is not a Group Company. 10.4 Save as set out in Section 10.4 of the Disclosure Schedule or in connection with this Agreement and the other Transaction Documents, no Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Agreements; Actions. (a) 10.1 Save for the agreements set out in Section 3.10(a) 10.1 of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, Contracts contracts or proposed transactions to which any Group Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group Company in excess of US$25,000 per annum or in excess of US$50,000 in the aggregateRMB400,000, (ii) the transfer or license of any Intellectual Property rights patent, copyright, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from a Founder the Existing Shareholder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group CompanyCompany in all material respects, and to the Knowledge of the Warrantors’ Knowledge, by all the other parties theretothereto in all material respects. There are, are to the Knowledge of the Warrantors’ Knowledge, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. (b) The 10.2 Save as set out in Section 10.2 of the Disclosure Schedule, the Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 or in excess of US$50,000 in the aggregateRMB400,000, (ii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of Sections 10.1 and 10.2 of this Section 3.10, Schedule 5 all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) No 10.3 Except as set forth in Section 10.3 of the Disclosure Schedule, no Group Company is a guarantor or indemnitor of any indebtedness of any other Personperson, firm or corporation that is not a Group Company. 10.4 Save as set out in Section 10.4 of the Disclosure Schedule or in connection with this Agreement and the other Transaction Documents, no Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Agreements; Actions. (a) 10.1 Save for the agreements set out in Section 3.10(a) 10.1 of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, Contracts contracts or proposed transactions to which any Group Company Entity is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group Company Entity in excess of US$25,000 100,000 per annum or in excess of US$50,000 100,000 in the aggregate, (ii) the transfer or license of any Intellectual Property rights patent, copyright, trade secret or other proprietary right to or from any Group CompanyEntity, other than from or to another Group Company Entity or from a Founder to a Group CompanyEntity, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person person or affect any Group CompanyEntity’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company Entity with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group CompanyEntity, and to the Knowledge knowledge of the Warrantors’, by all the other parties thereto. There are, are to the Knowledge knowledge of the Warrantors’, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. (b) The 10.2 Save as set out in Section 10.2 of the Disclosure Schedule, the Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company Entity has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 100,000 or in excess of US$50,000 100,000 in the aggregate, (ii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of Sections 10.1 and 10.2 of this Section 3.10, Schedule 4 all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) 10.3 No Group Company Entity is a guarantor or indemnitor of any indebtedness of any other Personperson, firm or corporation that is not a Group CompanyEntity. 10.4 Save as set out in Section 10.4 of the Disclosure Schedule or in connection with this Agreement and the other Transaction Documents, no Group Entity has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Entity’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Entity with or into another corporation, entity or person.

Agreements; Actions. (a) Save Except for the agreements set out Transaction Documents and matters arising in Section 3.10(a) of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documentsconnection with this financing, there are no other agreements, understandings, instruments, Contracts contracts or proposed transactions to which any Group the Company is a party or by which it is bound that involve involve: (i) obligations (contingent or otherwise) of, or payments to, any Group Company in excess of US$25,000 per annum or in excess of US$50,000 in the aggregate, Company; (ii) the transfer or license of any Intellectual Property rights Rights to or from any Group the Company, other than from or to another Group Company or from a Founder to a Group Company, ; (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person Person, or which affect any Group the Company’s 's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or products anywhere in the world; or (iv) indemnification by any Group the Company with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Knowledge of the Warrantors, by all the other parties thereto. There are, to the Knowledge of the Warrantors, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. (b) The Company has not not: (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its share capital, and no Group Company has capital or capital stock; (iii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 or in excess of US$50,000 in the aggregate, liabilities; (iiiii) made any loans or advances to any Person, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or expenses; or (iiiiv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreementbusiness. For the purposes of subsections (b) and (c) of this Section 3.103.11, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including any Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) No Group The Company is not a guarantor of or indemnitor of any of, the indebtedness of any other Person. (d) The Company is not in breach of any contracts, firm agreements or corporation that arrangements to which it is a party, and has no knowledge of the invalidity of, or grounds for rescission, avoidance or repudiation of any such contract, agreement, arrangement or transaction to which the Company is a party, nor has it received notice of any intention to terminate any such contract, agreement or arrangements, or to repudiate or disclaim any such transaction. (e) No party with whom the Company has entered into any contract, agreement or arrangement is in default thereunder, being a default which would have a Material Adverse Effect on the Company, and there are no circumstances likely to give rise to any such default. (f) The Company is not a Group party to any agreement, contract or arrangement which, by reason of the sale of the Series A Preferred Shares, or by reason of any Party or any of its Affiliates entering into or performing any provision of this Agreement and/or of the Transaction Documents, gives any other contracting party the right to terminate such contract, agreement or arrangement, or to create or increase any obligation on the Company (whether to make payment or otherwise) to any Person. (g) Save as expressly provided in or contemplated by the Transaction Documents, the Company has no material or long term agreements, contracts, arrangements or commitments binding upon it including but not limited to: (i) any contract, agreement or arrangement entered into otherwise than in the ordinary course of business; (ii) any contract, agreement or arrangement otherwise than by way of bargain at arm's length; (iii) involving licensing or transfer of technology or IPR to or by the Company; (iv) any sale or purchase option or similar contract or arrangement affecting any assets owned or used by the Company or by which the Company is bound; (v) any agreement, contract or arrangement which cannot readily be fulfilled or performed by the Company on time or without undue or unusual expenditure of money or effort; (vi) any agreement, contract or arrangement whereby the Company is, or has agreed to become, a member of any joint venture, consortium or partnership or other unincorporated association; and (vii) any agreement, contract or arrangement whereby the Company is, or has agreed to become, a party to any distributorship or agency agreement. (h) There are no agreements in force restricting the freedom of the Company to provide and take goods and services or to manage its own business affairs by such means and from and to such Persons as it may from time to time think fit. (i) Save for any condition or warranty implied by law or contained in its standard terms of business or otherwise given in the ordinary course of business, the Company has not given any guarantee condition or warranty or made any representation in respect of goods (including trading stock) or services supplied or contracted to be supplied by it, nor has it accepted any obligation that could give rise to any liability after any such goods or services has been supplied by it. (j) Other than pursuant to or as expressly contemplated by any Transaction Document, the Company has not entered into any agreement, contract or arrangement with, or given any undertaking or assurance to, any of the existing shareholders of the Company or their Affiliates. (k) Other than as required by or as expressly contemplated by any Transaction Document, there are no agreements, contracts or arrangements binding on the Company which prohibit or restrict the sale, disposal or transfer of any equity or debt securities (or any interests therein) owned by the Company.

Agreements; Actions. (a) Save As of the date hereof and the Initial Closing, except for the agreements set out in Section 3.10(a) of the Disclosure Schedule (the “Material Transaction Agreements”) and the Transaction Documents, there are no other material agreements, understandings, instruments, Contracts contracts or proposed transactions to which the Company or any Group Company Subsidiary is a party or by which it the Company or any Subsidiary is bound that involve bound, other than disclosed by the Company in the SEC Documents. Except as reflected in the SEC Documents, neither the Company nor any Subsidiary (i) obligations (contingent or otherwise) of, or payments to, has any Group Company in excess of US$25,000 per annum or in excess of US$50,000 in the aggregateoutstanding Indebtedness, (ii) as of the transfer date hereof and the Initial Closing, is a party to any contract, agreement or license instrument, the violation of any Intellectual Property rights which, or default under which, by the other party(ies) to such contract, agreement or from any Group Company, other than from or to another Group Company or from instrument would result in a Founder to a Group CompanyMaterial Adverse Effect, (iii) the grant is in violation of rights to manufactureany term of or in default under any contract, produce, assemble, license, market, agreement or sell its products instrument relating to any other Person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, Indebtedness or (iv) indemnification by is a party to any Group Company with respect contract, agreement or instrument relating to infringements any Indebtedness, the performance of proprietary rights. All which, in the Material Agreements are valid, binding and enforceable obligations judgment of the parties thereto and Company’s officers, has or is expected to have a Material Adverse Effect. (b) Since September 30, 2011, except as disclosed in the terms thereof have SEC Documents, (1) there has been complied with by the relevant Group Companyno event, and occurrence or development that has had, or that could reasonably be expected to the Knowledge of the Warrantorsresult in, by all the other parties thereto. There are, to the Knowledge of the Warrantors, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate (2) neither the Company nor any Subsidiary has been received in respect of any Material Agreement. (bi) The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its share capitalcapital stock or other interests, other than the payment or accrual of dividends on the Company’s Series B Convertible Preferred Stock and no Group Company has Series C-1 Preferred Stock or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock or other interests, (iii) incurred any indebtedness for money borrowed Indebtedness or incurred any other liabilities, other than liabilities individually in excess of US$25,000 or in excess of US$50,000 incurred in the aggregateordinary course of the Company’s business consistent with past practices, (iiiii) made any loans or advances to any Person, other than ordinary advances for travel expenses and trade receivables in the ordinary course of businessconsistent with past practice, or (iiiiv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business business, (v) altered its method of accounting or otherwise envisaged in this Agreement(vi) issued any shares of capital stock or other interests to any officer, director or Affiliate, except pursuant to the existing Stock Plans or pursuant to the exercise or conversion of outstanding warrants or preferred stock. For Neither the purposes of this Section 3.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) No Group Company nor any Subsidiary is a guarantor or indemnitor of any indebtedness Indebtedness of any other Person. Neither the Company nor any Subsidiary has taken any steps to seek protection pursuant to any bankruptcy law nor does the Company or any Subsidiary have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. As of the date hereof and the Initial Closing, firm the Company does not have pending before the SEC any request for confidential treatment of information. As of the date hereof and the Initial Closing, except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or corporation development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Company or any of its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not a Group Companybeen publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.

Agreements; Actions. (a) 10.1 Save for the agreements set out in Section 3.10(a) 10.1 of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, Contracts contracts or proposed transactions entered into during the period from January 1, 2009, and September 30, 2009, to which any Group Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group Company in excess of US$25,000 10,000 per annum or in excess of US$50,000 25,000 in the aggregate, (ii) the transfer or license of any Intellectual Property rights patent, copyright, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from a Founder Key Holder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Knowledge knowledge of the Warrantors’, by all the other parties thereto. There are, are to the Knowledge knowledge of the Warrantors’, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. (b) The 10.2 Save as set out in Section 10.2 of the Disclosure Schedule, the Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 10,000 or in excess of US$50,000 25,000 in the aggregate, (ii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of Sections 10.1 and 10.2 of this Section 3.10, Schedule 4 all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) 10.3 No Group Company is a guarantor or indemnitor of any indebtedness of any other Personperson, firm or corporation that is not a Group Company. 10.4 Save as set out in Section 10.4 of the Disclosure Schedule or in connection with this Agreement and the other Transaction Documents, no Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Agreements; Actions. (a) 10.1 Save for the agreements set out in Section 3.10(a) 10.1 of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, Contracts or proposed transactions to which any Group Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group Company in excess of US$25,000 200,000 per annum or in excess of US$50,000 1,000,000 in the aggregate, (ii) the transfer or license of any Intellectual Property rights patent, copyright, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from a Founder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights, or (v) business cooperation, joint development, or similar arrangements involving any Group Company, and there are no agreements, understandings, instruments, Contracts or proposed transactions between any Warrantor and any holder of Preferred Shares amending or varying the rights or obligations of the Company and such holder of Preferred Shares from those set out in the Transaction Documents. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Knowledge of the Warrantors’ knowledge, by all the other parties thereto. There are, are to the Knowledge of the Warrantors’ knowledge, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. (b) 10.2 The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 100,000 or in excess of US$50,000 250,000 in the aggregate, except those in the ordinary course of business, (ii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of Sections 10.1 and 10.2 of this Section 3.10, Schedule 5 all indebtedness, liabilities, agreements, understandings, instruments, contracts Contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) 10.3 No Group Company is a guarantor or indemnitor of any indebtedness of any other Personperson, firm or corporation that is not a Group Company. 10.4 Save as set out in Section 10.4 of the Disclosure Schedule or in connection with this Agreement and the other Transaction Documents, no Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Agreements; Actions. (a) 10.1 Save for the agreements set out in Section 3.10(a) 10.1 of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, Contracts or proposed transactions to which any Group Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group Company in excess of US$25,000 200,000 per annum or in excess of US$50,000 1,000,000 in the aggregate, (ii) the transfer or license of any Intellectual Property rights patent, copyright, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from a Founder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights, or (v) business cooperation, joint development, or similar arrangements involving any Group Company, and there are no agreements, understandings, instruments, Contracts or proposed transactions between any Warrantor and any holder of Preferred Stock amending or varying the rights or obligations of the Company and such holder of Preferred Stock from those set out in the Transaction Documents. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Knowledge of the Warrantors’ knowledge, by all the other parties thereto. There are, are to the Knowledge of the Warrantors’ knowledge, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. (b) 10.2 The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 100,000 or in excess of US$50,000 250,000 in the aggregate, except those in the ordinary course of business, (ii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of Sections 10.1 and 10.2 of this Section 3.10, Schedule 5 all indebtedness, liabilities, agreements, understandings, instruments, contracts Contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) 10.3 No Group Company is a guarantor or indemnitor of any indebtedness of any other Personperson, firm or corporation that is not a Group Company. 10.4 Save as set out in Section 10.4 of the Disclosure Schedule or in connection with this Agreement and the other Transaction Documents, no Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Agreements; Actions. (a) 18.1 Save for the agreements set out in Section 3.10(a) 10.1 of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, Contracts contracts or proposed transactions entered into during the period from January 1, 2009, and September. 30, 2009, to which any Group Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, of or payments to, any Group Company in excess of US$25,000 10,000 per annum or in excess of US$50,000 25,000 in the aggregate, (ii) the transfer or license of any Intellectual Property rights patent, copyright, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from a Founder Key Holder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person person or affect any Group Company’s exclusive right tight to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations of the parties patties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Knowledge knowledge of the Warrantors’, by all the other parties thereto. There are, are to the Knowledge knowledge of the Warrantors’, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. (b) The 18.2 Save as set out in Section 10.2 of the Disclosure Schedule, the Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 10,000 or in excess of US$50,000 25,000 in the aggregate, (ii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of Sections 10.1 and 10.2 of this Section 3.10, Schedule 5 all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) 18.3 No Group Company is a guarantor or indemnitor of any indebtedness of any other Personperson, firm or corporation that is not a Group Company. 18.4 Save as set out in Section 10.4 of the Disclosure Schedule or in connection with this Agreement and the other Transaction Documents, no Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Agreements; Actions. (a) Save Except for agreements explicitly contemplated hereby or by the agreements set out in Section 3.10(a) of the Disclosure Schedule (the “Material Related Agreements”) and the Transaction Documents, there are no other agreements between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) Set forth on the Schedule of Exceptions is a list of all agreements, understandings, instruments, Contracts contracts, proposed transactions, judgments, orders, writs or proposed transactions decrees to which any Group the Company is a party or to its knowledge by which it is bound that which may involve (i) obligations (contingent or otherwise) of, or payments to, any Group the Company in excess of US$25,000 per annum One Hundred Thousand Dollars ($100,000) (the "Dollar Threshold) (other than obligations of, or in excess of US$50,000 payments to, the Company arising from purchase agreements entered into in the aggregateordinary course of business), or (ii) the transfer or license of any Intellectual Property rights patent, copyright, trade secret or other proprietary right to or from any Group Company, the Company (other than licenses arising from the purchase of "off the shelf" or other standard products). The agreements or other documents referenced in this Section 3.7(b) are referred to another Group herein as the "Company or from a Founder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Knowledge of the Warrantors, by all the other parties thereto. There are, to the Knowledge of the Warrantors, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material AgreementContracts." (bc) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its share capitalcapital stock, and no Group Company has (iii) incurred any indebtedness for money borrowed or incurred any other liabilities (other than with respect to indebtedness and other obligations incurred in the ordinary course of business individually not in excess of US$25,000 or in excess of US$50,000 in the aggregateDollar Threshold), (iiiii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses and trade receivables in the ordinary course of businessexpenses, or (iiiiv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its products or inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of this Section 3.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionbusiness. (cd) No Group The Company is a guarantor has not entered into any letters of intents or indemnitor binding agreements: (i) with any representative of any indebtedness corporation or corporations, partnership, limited liability company, association or other business entity or any individual (each an "Acquisition Party") regarding the consolidation or merger of the Company, or any proposed subsidiary or affiliate of the Company with, or into, any such Acquisition Party or for the consolidation or merger of such Acquisition Party, (ii) with any Acquisition Party regarding the sale, conveyance or disposition a significant portion of the assets of the Company or any Acquisition Party, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company or any Acquisition Party is disposed of, or (iii) regarding any other Personform of acquisition, firm liquidation, dissolution or corporation that is not winding up of the Company or any Acquisition Party. (e) The Schedule of Exceptions sets forth a Group list of all claims (other than invoices received in the ordinary course of business), threatened against the Company under each Company Contract to the extent such claims have had, or would reasonably be expected to have, a material adverse effect on the Company.

Agreements; Actions. (a) Save Except for the agreements set out Transaction Agreements, the Odyssey Contribution Agreement, and the Odyssey Equity Exchange Agreement and the debt for which OML is a guarantor as described in Section 3.10(a) of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents3.9(c), there are no other agreements, understandings, instruments, Contracts contracts or proposed transactions to which any Group Company OML is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group Company OML in excess of US$25,000 per annum or in excess of US$50,000 in the aggregate$250,000, (ii) the transfer or license of any Intellectual Property rights patent, copyright, trademark, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from a Founder to a Group CompanyOML, (iii) the grant of rights to manufacture, producesupply, assembleservice or operate any vessel or other equipment in connection with the exploration, license, market, development or sell its products to any other Person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its productsextraction of offshore mineral resources, or (iv) indemnification by any Group Company OML with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Knowledge of the Warrantors, by all the other parties thereto. There are, to the Knowledge of the Warrantors, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement. (b) The Company OML has not (i) declared or paid any dividendsdistributions, or authorized or made any distribution upon or with respect to any class of its share capitalequity securities, and no Group Company has (iii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 $250,000 or in excess of US$50,000 $1,000,000 in the aggregate, (iiiii) made any loans or advances to any Person, other than ordinary advances for travel expenses and trade receivables in the ordinary course of businessbusiness expenses, or (iiiiv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreementbusiness. For the purposes of (a) and (b) of this Section 3.103.9, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including Persons OML has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsection. (c) No Group Company Kiva Marine Limited, a wholly owned subsidiary of OML, entered into a loan agreement of $4,500,000 with Transocean Mineral Holdings (“Transocean”) on August 1, 2022. The proceeds of the loan were used to purchase and update the Anuanua Moana vessel for use in executing the exploration campaign in furtherance of the Exploration License. The terms of the loan provide for a maturity date of December 31, 2023. The loan is secured by a guarantor lien on the vessel and contains an option to convert into equity. (d) OML has not received notice of a default and is not in default under, or indemnitor with respect to, or in breach of, any material contractual obligation nor does any condition exist that with notice or lapse of time or both would constitute a default or breach thereunder. All Contracts are valid, subsisting, in full force and effect and binding upon OML and the other parties thereto, and OML has paid in full or accrued all amounts due thereunder and has satisfied in full or provided for all of its liabilities and obligations thereunder, except to the extent that the failure of any indebtedness such payment or liability would not have a Material Adverse Effect. To OML’s knowledge, no other party to any such Contract is in default or breach thereunder, nor does any condition exist that with notice or lapse of any time or both would constitute a default or breach by such other Personparty thereunder, firm except, to the extent that such default or corporation that is breach would not have a Group CompanyMaterial Adverse Effect.

Agreements; Actions. (a) Save All material definitive agreements, whether oral or written, to which the Company is a party have been filed as an exhibit to the Company’s filings with the SEC (such material definitive agreements, collectively, the “Company Contracts”). (b) The Company has in all material respects performed all obligations required to be performed by it under the Company Contracts and is not in receipt of any claim of default under any Company Contract. The Company has no present expectation or intention of not fully performing any material obligation pursuant to any Company Contract; and the Company has no knowledge of any breach or anticipated breach by any other party to any Company Contract. (c) Except for (x) $6,500 in fees for professional services payable to accountants with regard to the Company’s audit in connection with the Form 10-K and preparation and filing of tax returns, both for the agreements set out fiscal year ending March 31, 2014 and (y) fees for professional services due to the Company’s counsel in Section 3.10(a) respect of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documentstransactions contemplated hereunder, there are no other agreements, understandings, instruments, Contracts contracts or proposed transactions to which any Group the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group the Company in excess of US$25,000 per annum or in excess of US$50,000 in the aggregate$5,000, (ii) the transfer or license of any Intellectual Property rights patent, copyright, trademark, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from a Founder to a Group the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person or affect any Group person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by any Group Company with respect to infringements of proprietary rights. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Knowledge or (v) any restrictions on competition or solicitation of the Warrantors, by all the other parties thereto. There are, to the Knowledge of the Warrantors, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreementemployees. (bd) The Company has not (i) since the distribution declared on July 10, 2009 and paid on August 7, 2009, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its share capitalcapital stock, and no Group Company has (iii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$25,000 or in excess of US$50,000 in the aggregatematerial liabilities, (iiiii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses and trade receivables in the ordinary course of businessexpenses, or (iiiiv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or otherwise envisaged in this Agreement. For the purposes of (a) and (b) of this Section 3.10Subsection 3.9(d), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (ce) No Group The Company is not a guarantor or indemnitor of any indebtedness of any other Person, firm or corporation that is not a Group Companyperson.