Common use of Company’s Covenants Clause in Contracts

Company’s Covenants. A. In addition to the covenants specified in the respective Subscription Agreement / Letter of Intent the Company declares, represents and covenants as follows:- (i) The Specifically Mortgaged Premises herein before expressed to be granted, conveyed, assigned, transferred and assured are absolute property of the Company and are free from any other Mortgage, charge or encumbrance and are not subject to any lis pendens, attachment, or other process issued by any court or other authority; (ii) That notwithstanding anything done or executed by the Company or omitted to be done or executed or knowingly suffered to the contrary the Company now has power to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged Premises; (iii) That it shall be lawful for the Trustees upon entering into or taking possession under the provisions herein contained of all or any of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming by, through, under or in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deeds, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents and the Bonds or for effectuating and completing the security intended to be hereby created and shall from time to time and at all times after the security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Trustees may require for facilitating realisation of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall for such purposes or any of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application in the name of the Company and for the purposes aforesaid a certificate in writing signed by the Trustees to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the fact.

Company’s Covenants. A. (a) In addition connection with any sale, assignment, transfer or other disposition of the Subscribed Shares by a Subscriber pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Subscriber with the requirements of this Agreement, if requested by the Subscriber by notice to the covenants specified in the respective Subscription Agreement / Letter of Intent Company, the Company declaresshall request, represents and covenants take all commercially reasonable steps to facilitate, the transfer agent to remove any restrictive legends related to the book entry account holding such Subscribed Shares and make a new, unlegended entry for such book entry Subscribed Shares sold or disposed of without restrictive legends within five (5) Business Days of any such request therefor from such Subscriber, provided that the Company has timely received from the Subscriber customary representations and other documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its transfer agent, its legal counsel and all The Depository Trust Company (“DTC”) fees associated with such legend removal. (b) Subject to receipt from the Subscriber by the Company and the transfer agent of customary representations and other documentation reasonably acceptable to the Company and the transfer agent in connection therewith, upon the earliest of such time as follows:- the Subscribed Shares (i) The Specifically Mortgaged Premises herein before expressed have been registered under the Securities Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision, the Company shall, in accordance with the provisions of this Section 9(b) and promptly following any request therefor from a Subscriber accompanied by such customary and reasonably acceptable documentation referred to above, cause its counsel to deliver to the transfer agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the transfer agent to effect the removal of the legend in accordance with the provisions of this Agreement. With respect to clause (i), while the Registration Statement is effective, the Company shall cause its counsel, or counsel acceptable to the transfer agent, to issue to the transfer agent a “blanket” legal opinion to allow the legend on the Registrable Securities to be grantedremoved upon resale of such Subscribed Shares pursuant to the effective Registration Statement in accordance with this Section 9. Upon request, conveyedthe Company shall provide a Subscriber with contact information for the person responsible for the Company’s account at the transfer agent to facilitate transfers made pursuant to this Section 9. Any Subscribed Shares subject to legend removal under this Section 9 may be transmitted by the transfer agent to the Subscriber by crediting the account of the Subscriber’s prime broker with the DTC System as directed by such Subscriber. The Company shall be responsible for the fees of its transfer agent, assignedits legal counsel and all DTC fees associated with such issuance. (c) With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Company to the public without registration, transferred the Company agrees, from the one-year anniversary of the filing of Bolt’s “Form 10” information with the Commission until the Subscribed Shares are sold by Subscriber, to (i) make and assured keep public information available, as those terms are absolute property understood and defined in Rule 144; (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (iii) furnish to Subscriber so long as it owns the Subscribed Shares, as promptly as reasonably practicable upon request, (A) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, (B) a copy of the most recent annual or quarterly report of the Company and are free from any such other Mortgage, charge or encumbrance reports and are not subject to any lis pendens, attachment, or other process issued by any court or other authority; (ii) That notwithstanding anything done or executed documents so filed by the Company or omitted with the Commission and (C) such other information as may be reasonably requested to be done or executed or knowingly suffered permit Subscriber to the contrary the Company now has power sell such securities pursuant to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged Premises; (iii) That it shall be lawful for the Trustees upon entering into or taking possession under the provisions herein contained of all or any of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof Rule 144 without any interruption or disturbance by the Company or any other person or persons claiming by, through, under or in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deeds, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents and the Bonds or for effectuating and completing the security intended to be hereby created and shall from time to time and at all times after the security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Trustees may require for facilitating realisation of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall for such purposes or any of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application in the name of the Company and for the purposes aforesaid a certificate in writing signed by the Trustees to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the factregistration.

Company’s Covenants. A. In addition 4.1 The (i) Company hereby covenants with the Chargee, and (ii) the Chargor hereby covenants with the Chargee that it will use its best efforts to procure the covenants Company; (a) to pay all amounts, interest, expenses, claims, liabilities, losses, costs, duties, fees, charges or other moneys as are stated in the Sale Agreement and this Charge to be payable by the Company or to be recoverable from the Company by the Chargee (or in respect of which the Company agrees in this Charge to indemnify the Chargee) at the times and in the manner specified in the respective Subscription Sale Agreement / Letter and this Charge; (b) to pay interest on any such amounts, interests, expenses, claims, liabilities, losses, costs, duties, fees, charges or other moneys referred to in Sub-Clause 4.1(a) from the date on which the relevant amount, interest, expense, liability, loss, cost, duty, fee, charge or other money is paid or discharged by the Chargee until the date of Intent reimbursement thereof to the Chargee (both before and after any relevant judgment) at the rate described in the Sale Agreement, such interest to be payable on demand; (c) to provide to the Chargee promptly on issue or, as the case may be, receipt by the Company declaresof, represents a copy of all notices, written consents, reports, accounts, circulars and covenants as follows:-other communications issued by the Company or by any third party which may affect the Chargee’s Charge or Security Interest in respect of the Charged Shares; (d) to register all transfers of Charged Shares submitted to the Company for registration by the Chargee (or any transferee nominated by the Chargee) pursuant to the exercise of its rights under this Charge forthwith upon the submission to the Company of such transfers; (e) not to permit any person other than the Chargor, the Chargee or any transferee nominated by the Chargee on enforcement of this Charge to be the registered holder of any of the Charged Shares, without the prior written consent of the Chargee; (f) not to take or permit any action which might result in a variation of the rights attaching to the Charged Shares, without the prior written consent of the Chargee; (g) not to take or permit any action which might result in the Company being continued to another jurisdiction outside of the Cayman Islands, or permit or enter into any scheme of arrangement, merger, or other reorganisation applicable to the Company, without the prior written consent of the Chargee; (h) not to take any action which would impair or adversely affect the Chargee’s Security interest in the Charged Property and/or the effectiveness of this Charge; (i) The Specifically Mortgaged Premises herein before expressed to be grantedobtain and maintain in full force, conveyedvalidity and effect all material governmental and other approvals, assignedauthorities, transferred licences and assured are absolute property of the Company and are free from any other Mortgageconsents required in connection with this Charge, charge or encumbrance and are not subject to any lis pendens, attachment, or other process issued by any court or other authority; (ii) That notwithstanding anything done or executed by the Company or omitted to be done or executed or knowingly suffered to the contrary the Company now has power to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged Premises; (iii) That it shall be lawful for the Trustees upon entering into or taking possession under the provisions herein contained of all or any of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming by, through, under or in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deeds, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents and the Bonds or for effectuating and completing the security intended to be hereby created and shall from time to time and at all times after the security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Trustees may require for facilitating realisation of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed done all other acts and things requisite necessary or desirable for the purpose of giving effect to the exercise of any performance of the said powersCompany’s obligations pursuant to this Charge; (j) following the execution of this Charge, authorities and discretion’s and further shall for such purposes or any enter a statement on the register of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application in the name members of the Company and for in the purposes aforesaid a certificate same terms as set out in writing signed by Clause 3.4 above; and (k) not to take any action which would result in the Trustees Security created or expressed to the effect that any particular assurance be created pursuant to this Charge being or thing required by them is reasonably required by them shall becoming unlawful or not being or ceasing to be conclusive evidence by the factlegal, valid, binding or enforceable or otherwise ceasing to be effective.

Company’s Covenants. A. In addition The Company covenants and agrees that it will: (a) Indemnify and hold harmless to the covenants specified extent permitted by applicable law, the Issuer, the Trustee and their officers, members, directors, agents, servants and employees against any and all losses, claims, damages, expenses or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the Trust Indenture Act of 1939, as amended (the “TI Act”), the rules or regulations under said Acts, or any amendments of said Acts, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon the failure to register the Bonds under the 1933 Act, or to qualify the Indenture under the TI Act. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Paragraph 6, the indemnifiable party will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Issuer, the Trustee or such indemnifiable person, as the case may be, and the payment of expenses) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. The Issuer, the Trustee or such indemnifiable person shall have the right to employ separate counsel in any such action and to participate in the respective Subscription Agreement / Letter defense thereof, but the fees and expenses of Intent such counsel shall not be at the Company declares, represents and covenants as follows:- (i) The Specifically Mortgaged Premises herein before expressed to be granted, conveyed, assigned, transferred and assured are absolute property expense of the Company and are free from any other Mortgage, charge or encumbrance and are not subject to any lis pendens, attachmentunless the employment of such counsel has been specifically authorized by the Company, or other process issued by in the event that the Issuer or the Trustee is required to employ separate counsel as a result of the Issuer’s reasonable determination or the Trustee’s reasonable determination, as the case may be, expressed in writing to the Company, that a conflict of interest exists among the indemnified parties hereunder. The Company shall not be liable to indemnify any court or other authority;person for any settlement of any such action effected without its consent. (iib) That notwithstanding anything done Refrain from taking or executed by omitting to take any action which action or omission would in any way cause the Company or omitted proceeds from the sale of the Bonds to be done applied in a manner contrary to that provided for in the Lease or executed or knowingly suffered to the contrary the Company now has power to actIndenture, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged Premises; (iii) That it shall be lawful for the Trustees upon entering into or taking possession under the provisions herein contained of all or any of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming by, through, under or as in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deeds, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents and the Bonds or for effectuating and completing the security intended to be hereby created and shall effect from time to time and at all times after the security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Trustees may require for facilitating realisation of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform time. (c) Pay or cause to be performed paid, all acts reasonable expenses and things requisite or desirable for the purpose of giving effect costs incident to the exercise authorization, issuance, printing, sale and delivery, as the case may be, of the Bonds, the Lease, the Indenture, the Guaranty and this Bond Purchase Agreement, including the fee of the Issuer and Counsel to the Issuer. (d) Neither the Company nor anyone else acting on its behalf will after the date hereof directly or indirectly offer any of the said powers, authorities and discretion’s and further shall for such purposes Bonds or any of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the other securities under circumstances which would subject this issue and sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for Bonds to the Trustees to make or consent to make any such application in the name provisions of Section 5 of the Company and for the purposes aforesaid a certificate in writing signed by the Trustees to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the fact1933 Act, as amended.

Company’s Covenants. A. In addition 7.1 The Company irrevocably undertakes as follows: ​ ​ ​ (a) If the execution and performance of this Agreement and the granting of Shares Purchase Option, Assets Purchase Option or Shares Subscription Option under this Agreement require the consent, permission, waiver, authorization of any third party, or the approval, permission, exemption or approval of any government authorities, or the registration or filing procedures with any government authorities (if required by the Laws), the company will use its best effort to assist in meeting the above conditions. (b) Without prior written consent of the WFOE, it shall not assist or allow the Existing Shareholders transfer or dispose of any Option Shares in any other way or set any security right or other third party rights on any Option Shares. (c) Without prior written consent of the WFOE, it shall not transfer or dispose of any material Company Assets (except those occur in the ordinary course of business) in any other way or set any security right or other third party rights on any Company Assets. (d) The Company shall not carry out or allow any behavior or action that may adversely affect the interests of the WFOE under this Agreement, including but not limited to any behavior and action restricted by Section 6.1. (e) Once it knows or should be aware that the Option Shares hold by the Existing Shareholders may be transferred to any third party other than the WFOE and/or through other entities and/or individuals designated by the WFOE due to applicable laws, judgments or awards of courts or arbitration institution, or for any other reason, it should immediately and without hesitation notify the WFOE. 7.2 Once the WFOE issues the Exercise Notice: (a) The Company shall immediately procure the Existing Shareholders to adopt shareholders decisions and take all other necessary actions to agree the Company to transfer all Transfer Assets to the covenants specified in WFOE and/or through other entities and/or individuals designated by the respective Subscription Agreement / Letter WFOE at the Transfer Price, or agree the reduction of Intent the Company declaresCompany’s capital, represents and covenants as follows:- (i) The Specifically Mortgaged Premises herein before expressed accept the WFOE and/or through other entities and/or individuals designated by the WFOE to be granted, conveyed, assigned, transferred and assured are absolute property subscribe for all the Increased Capital Shares of the Company and are free from any other Mortgage, charge or encumbrance and are not subject to any lis pendens, attachment, or other process issued by any court or other authority(depending on the situation); (iib) That notwithstanding anything done or executed With respect to the Assets Purchase Option, the Company shall immediately sign an assets transfer agreement with the WFOE and/or through other entities and/or individuals designated by the Company or omitted to be done or executed or knowingly suffered WFOE, transfer all the Transfer Assets to the contrary WFOE and/or through other entities and/or individuals designated by the WFOE at the Transfer Price, and procure the Existing Shareholders to provide the WFOE with necessary support in accordance with the requirements of the WFOE and the provisions of laws and regulations (including providing and signing all relevant legal documents, and fulfilling all government approvals and registration procedures and assume all relevant obligations) so that the WFOE and/or through other entities and/or individuals designated by the WFOE can obtain all the Transfer Assets, and there should be no ​ ​ ​ legal flaws in such Transfer Assets and there should be no security rights, third-party restrictions or any other restrictions on Company now has power to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged PremisesAssets; (iiic) That it shall be lawful for With respect to the Trustees upon entering into or taking possession under the provisions herein contained of all or any of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming byShares Subscription Option, through, under or in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deedsimmediately sign an capital reduction agreement with the Existing Shareholders in a form and substance to the satisfactory of the WFOE, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents Company shall, and the Bonds or for effectuating and completing Existing Shareholders shall procure the security intended Company to be hereby created and shall from time to time and at implement capital reduction procedure (including notifying creditors, making public announcement of capital reduction, signing all times after the security hereby constituted shall become enforceable execute and do all such deeds, relevant legal documents, assurances, actsand fulfilling all government approvals and registration procedures and assume all relevant obligations) so that the Company could complete the capital reduction successfully, and things as the Trustees may require for facilitating realisation WFOE and/or through other entities and/or individuals designated by the WFOE could complete the subscription of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall for such purposes or any of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application in the name of the Company and for the purposes aforesaid a certificate in writing signed by the Trustees to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the factIncreased Capital Shares.

Company’s Covenants. A. In addition 7.1 The Company irrevocably undertakes as follows: ​ (a) If the execution and performance of this Agreement and the granting of Shares Purchase Option, Assets Purchase Option or Shares Subscription Option under this Agreement require the consent, permission, waiver, authorization of any third party, or the approval, permission, exemption or approval of any government authorities, or the registration or filing procedures with any government authorities (if required by the Laws), the company will use its best effort to assist in meeting the above conditions. (b) Without prior written consent of the WFOE, it shall not assist or allow the Existing Shareholders transfer or dispose of any Option Shares in any other way or set any security right or other third party rights on any Option Shares. (c) Without prior written consent of the WFOE, it shall not transfer or dispose of any material Company Assets (except those occur in the ordinary course of business) in any other way or set any security right or other third party rights on any Company Assets. (d) The Company shall not carry out or allow any behavior or action that may adversely affect the interests of the WFOE under this Agreement, including but not limited to any behavior and action restricted by Section 6.1. (e) Once it knows or should be aware that the Option Shares hold by the Existing Shareholders may be transferred to any third party other than the WFOE and/or through other entities and/or individuals designated by the WFOE due to applicable laws, judgments or awards of courts or arbitration institution, or for any other reason, it should immediately and without hesitation notify the WFOE. 7.2 Once the WFOE issues the Exercise Notice: ​ (a) The Company shall immediately procure the Existing Shareholders to adopt shareholders decisions and take all other necessary actions to agree the Company to transfer all Transfer Assets to the covenants specified in WFOE and/or through other entities and/or individuals designated by the respective Subscription Agreement / Letter WFOE at the Transfer Price, or agree the reduction of Intent the Company declaresCompany’s capital, represents and covenants as follows:- (i) The Specifically Mortgaged Premises herein before expressed accept the WFOE and/or through other entities and/or individuals designated by the WFOE to be granted, conveyed, assigned, transferred and assured are absolute property subscribe for all the Increased Capital Shares of the Company and are free from any other Mortgage, charge or encumbrance and are not subject to any lis pendens, attachment, or other process issued by any court or other authority(depending on the situation); (iib) That notwithstanding anything done or executed With respect to the Assets Purchase Option, the Company shall immediately sign an assets transfer agreement with the WFOE and/or through other entities and/or individuals designated by the Company or omitted to be done or executed or knowingly suffered WFOE, transfer all the Transfer Assets to the contrary WFOE and/or through other entities and/or individuals designated by the WFOE at the Transfer Price, and procure the Existing Shareholders to provide the WFOE with necessary support in accordance with the requirements of the WFOE and the provisions of laws and regulations (including providing and signing all relevant legal documents, and fulfilling all government approvals and registration procedures and assume all relevant obligations) so that the WFOE and/or through other entities and/or individuals designated by the WFOE can obtain all the Transfer Assets, and there should be no legal flaws in such Transfer Assets and there should be no security rights, third-party restrictions or any other restrictions on Company now has power to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged PremisesAssets; (iiic) That it shall be lawful for With respect to the Trustees upon entering into or taking possession under the provisions herein contained of all or any of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming byShares Subscription Option, through, under or in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deedsimmediately sign an capital reduction agreement with the Existing Shareholders in a form and substance to the satisfactory of the WFOE, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents Company shall, and the Bonds or for effectuating and completing Existing Shareholders shall procure the security intended Company to be hereby created and shall from time to time and at implement capital reduction procedure (including notifying creditors, making public ​ announcement of capital reduction, signing all times after the security hereby constituted shall become enforceable execute and do all such deeds, relevant legal documents, assurances, actsand fulfilling all government approvals and registration procedures and assume all relevant obligations) so that the Company could complete the capital reduction successfully, and things as the Trustees may require for facilitating realisation WFOE and/or through other entities and/or individuals designated by the WFOE could complete the subscription of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall for such purposes or any of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application in the name of the Company and for the purposes aforesaid a certificate in writing signed by the Trustees to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the factIncreased Capital Shares.

Company’s Covenants. A. In addition Company covenants that, a. at the time of delivery of Bulk Active to the covenants specified designated carrier pursuant to SECTION hereof, the Bulk Active shall i. have been Manufactured, stored and shipped in accordance with applicable GMPs and all other applicable laws, rules, regulations or requirements of Regulatory Authorities in the respective Subscription Agreement / Letter Territory and the country of Intent Manufacture; ii. have been Manufactured in accordance with the Company declaresSchering Manufacturing Know-How, represents including without limitation the Bulk Specifications and covenants as follows:-the CMC; (i) The Specifically Mortgaged Premises herein before expressed iii. have been Manufactured no more than [insert reasonable # for API based on our anticipated delivery schedule] months prior to delivery to the designated carrier pursuant to SECTION ___hereof; and iv. be in good, usable and merchantable condition and fit for its intended purpose. [Note: Although we intend to try for this, the Parties understand that this covenant is very difficult to get. Usually, it is expressly excluded.] v. it will have good and marketable title, free and clear of any liability, pledge, lien, restriction, claim, charge, security interest or other encumbrance, to all Bulk Active delivered to the designated carrier pursuant to SECTION 3.2 hereof; vi. it will not use in any capacity, in connection with the services to be grantedperformed under this Agreement, conveyed, assigned, transferred and assured are absolute property any person who has been debarred pursuant to Section 306 of the Company and are free from any other Mortgage, charge or encumbrance and are not subject to any lis pendens, attachmentFDCA (codified at 21 U.S.C. ss.335a), or other process issued by any court or other authoritywho is, to the Company's knowledge, the subject of a conviction described in such section; (ii) That notwithstanding anything done vii. it will inform Schering in writing immediately if it or executed by any person who is performing services hereunder is debarred or is the Company subject of a conviction described in of the FDCA 306, or omitted to be done if any action, suit, claim, investigation, or executed legal or knowingly suffered administrative proceeding is pending or, to the contrary best of Company's knowledge, is threatened, relating to the Company now has power to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged Premises; (iii) That it shall be lawful for the Trustees upon entering into debarment or taking possession under the provisions herein contained conviction of all or any of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming by, through, under or in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoeverperforming services hereunder; (iv) That viii. it will promptly notify Schering in writing of any material adverse change in the Company shall execute all such deeds, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents and the Bonds business of Company; and ix. will notify Schering in writing of any representation or for effectuating and completing the security intended warranty ceasing to be hereby created and shall from time to time and at all times after the security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Trustees may require for facilitating realisation of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees true or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall for such purposes or any of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application in the name of the Company and for the purposes aforesaid a certificate in writing signed by the Trustees to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the factcorrect.

Company’s Covenants. A. In addition The Company agrees that it will: (a) refrain from knowingly taking any actions (and from permitting any action with regard to which the covenants specified Company may exercise control) that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds referred to under the caption "TAX MATTERS" in the Official Statement; (b) indemnify and hold harmless the Authority, its members, directors, officers, agents, attorneys, and employees and the Underwriter, its officers, directors, officials, agents, attorneys, employees, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), from and against all losses, claims, damages, liabilities and expenses, joint or several, to which the Authority and the Underwriter, or either of them, or any of their respective Subscription Agreement / Letter members, directors, officers, agents, attorneys, and employees and each person, if any, who controls the Underwriter within the meaning of Intent the Company declares1933 Act or 1934 Act as aforedescribed may become subject, represents under federal laws or regulations, or otherwise, insofar as such losses, claims, damages, liabilities and covenants as follows:- expenses (or actions in respect thereof) arise out of or are based upon: (i) The Specifically Mortgaged Premises herein before expressed a breach of the Company's representations included in this Agreement; (ii) any untrue statement or alleged untrue statement of any material fact pertaining to the Project, the Company, the First Mortgage Bond or any document delivered by the Company in connection with the issuance of the Bonds set forth in the Official Statement, the Preliminary Official Statement or any amendment to either, or (iii) the willful or negligent omission of (or the alleged omission to state) a material fact in the Official Statement or in the Preliminary Official Statement, or in any amendment or supplement to either, as such fact is required to be grantedstated therein or necessary to make the statements therein which pertain to the Company, conveyedthe Project, assignedthe Bonds or any document delivered by the Company in connection with the issuance of the First Mortgage Bond not misleading in the light of the circumstances under which they were made, transferred and assured are absolute property or (iv) arising by virtue of the failure to register the Bonds under the 1933 Act or the failure to qualify the Indenture under the 1939 Act; (c) undertake, pursuant to the Continuing Disclosure Agreement dated June 1, 2002 to be entered into between the Company and are free from any other Mortgagethe Trustee (the "Continuing Disclosure Agreement"), charge or encumbrance to provide annual reports and are not subject to any lis pendensnotices of certain material events in accordance with Rule 15c2-12 under the 1934 Act, attachment, or other process issued by any court or other authorityas amended ("Rule 15c2-12"). A description of this undertaking and the Continuing Disclosure Agreement is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement; (iid) That notwithstanding anything done not amend or executed supplement the Official Statement without prior notice to, and the consent of, the Underwriter, and will advise the Underwriter and the Authority promptly of the institution of any proceedings by any governmental agency or otherwise affecting the use of the Official Statement in connection with the offer and the sale of the Bonds; and (e) Concurrently with the Authority's and the Company's acceptance hereof, and as a condition to the obligation of the Underwriter hereunder, (a) the Company or omitted to be done or executed or knowingly suffered to the contrary the Company now has power to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged Premises; (iii) That it shall be lawful for the Trustees upon entering into or taking possession under the provisions herein contained of all or any of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming by, through, under or in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deeds, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents and the Bonds or for effectuating and completing the security intended to be hereby created and shall from time to time and at all times after the security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Trustees may require for facilitating realisation of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform will deliver or cause to be performed all acts and things requisite or desirable for the purpose of giving effect delivered to the exercise Underwriter a letter or letters from PricewaterhouseCoopers, LLP, dated a date not more than seven days prior to the date of any this Bond Purchase Contract, containing the results of the said powers, authorities performance of certain agreed upon procedures and discretion’s and further shall for such purposes or any of them make or consent consenting to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer use of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application Company's audited financial statements prepared by PricewaterhouseCoopers, LLP, in the name of Preliminary Official Statement and the Company and for the purposes aforesaid a certificate in writing signed by the Trustees to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the factOfficial Statement.

Company’s Covenants. A. In addition The Company agrees that it will: (a) Refrain from knowingly taking any actions (and from permitting any action with regard to which the covenants specified Company may exercise control) that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds. (b) Indemnify and hold harmless the Authority, its members, directors, officers, agents, attorneys, and employees and the Underwriters, their respective Subscription Agreement / Letter officers, directors, officials, agents, attorneys, employees, and each person, if any, who controls each of Intent the Company declaresUnderwriters within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, represents as amended (the “1934 Act”), from and covenants against all losses, claims, damages, liabilities and expenses, joint or several, to which the Authority and the Underwriters, or either of them, or any of their respective members, directors, officers, agents, attorneys, and employees and each person, if any, who controls the Underwriters within the meaning of the 1933 Act or 1934 Act as follows:- aforedescribed may become subject, under federal laws or regulations, or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon: (i) The Specifically Mortgaged Premises herein before expressed a breach of the Company’s representations included in this Agreement; (ii) any untrue statement or alleged untrue statement of any material fact pertaining to the Project or the Company set forth in the Official Statement, the Preliminary Official Statement or any amendment to either; (iii) the willful or negligent omission of (or the alleged omission to state) a material fact in the Official Statement, the Preliminary Official Statement, or any amendment or supplement to either, as such fact is required to be grantedstated therein or necessary to make the statements therein that pertain to the Company or the Project not misleading in the light of the circumstances under which they were made; (iv) or arising by virtue of the failure to register the Bonds under the 1933 Act or the failure to qualify the Trust Indenture under the 1939 Act; or (v) arising by virtue of any audit or investigation conducted by a state or federal agency, conveyeddepartment or entity questioning, assignedamong other things, transferred and assured are absolute property the tax-exempt status of the Bonds. (c) Undertake, pursuant to the Continuing Disclosure Agreement dated as of July 1, 2009 to be entered into between the Company and are free from the Trustee (the “Continuing Disclosure Agreement”), to provide annual reports and notices of certain material events in accordance with Rule l5c2-l2 under the 1934 Act, as amended (“Rule 15c2-12”). (d) Not amend or supplement the Official Statement without prior notice to, and the consent of, the Underwriters, and will advise the Underwriters and the Authority promptly of the institution of any other Mortgage, charge or encumbrance and are not subject to any lis pendens, attachment, or other process issued proceedings by any court governmental agency or other authority;otherwise affecting the use of the Official Statement in connection with the offer and the sale of the Bonds. (iie) That notwithstanding anything done or executed by Take all actions reasonably necessary to maintain in effect and to comply with the Company or omitted to be done or executed or knowingly suffered to order of the contrary Commonwealth Public Utility Commission dated March 26, 2009, registering the Company now has power to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged Premises; (iii) That it shall be lawful Securities Certificate for the Trustees upon entering into or taking possession under the provisions herein contained of all or any issuance of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming by, through, under or First Mortgage Bond in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deeds, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents and the Bonds or for effectuating and completing the security intended to be hereby created and shall from time to time and at all times after the security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Trustees may require for facilitating realisation support of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall for such purposes or any of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application in the name of the Company and for the purposes aforesaid a certificate in writing signed by the Trustees to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the factBonds.

Company’s Covenants. A. In addition The Company agrees that it will: (a) Refrain from knowingly taking any actions (and from permitting any action with regard to which the covenants specified Company may exercise control) that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds. (b) Indemnify and hold harmless the Authority, its members, directors, officers, agents, attorneys, and employees and the Underwriters, their respective Subscription Agreement / Letter officers, directors, officials, agents, attorneys, employees, and each person, if any, who controls each of Intent the Company declaresUnderwriters within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, represents as amended (the “1934 Act”), from and covenants against all losses, claims, damages, liabilities and expenses, joint or several, to which the Authority and the Underwriters, or either of them, or any of their respective members, directors, officers, agents, attorneys, and employees and each person, if any, who controls the Underwriters within the meaning of the 1933 Act or 1934 Act as follows:- aforedescribed may become subject, under federal laws or regulations, or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon: (i) The Specifically Mortgaged Premises herein before expressed a breach of the Company’s representations included in this Agreement; (ii) any untrue statement or alleged untrue statement of any material fact pertaining to the Project or the Company set forth in the Official Statement, the Preliminary Official Statement or any amendment to either; (iii) the willful or negligent omission of (or the alleged omission to state) a material fact in the Official Statement, the Preliminary Official Statement, or any amendment or supplement to either, as such fact is required to be grantedstated therein or necessary to make the statements therein that pertain to the Company or the Project not misleading in the light of the circumstances under which they were made; (iv) or arising by virtue of the failure to register the Bonds under the 1933 Act or the failure to qualify the Trust Indenture under the 1939 Act; or (v) arising by virtue of any audit or investigation conducted by a state or federal agency, conveyeddepartment or entity questioning, assignedamong other things, transferred and assured are absolute property the tax-exempt status of the Bonds. (c) Undertake, pursuant to the Continuing Disclosure Agreement dated as of November 17, 2009 to be entered into between the Company and are free from the Trustee (the “Continuing Disclosure Agreement”), to provide annual reports and notices of certain material events in accordance with Rule l5c2-l2 under the 1934 Act, as amended (“Rule 15c2-12”). (d) Not amend or supplement the Official Statement without prior notice to, and the consent of, the Representative, and will advise the Representative and the Authority promptly of the institution of any other Mortgage, charge or encumbrance and are not subject to any lis pendens, attachment, or other process issued proceedings by any court governmental agency or other authority;otherwise affecting the use of the Official Statement in connection with the offer and the sale of the Bonds. (iie) That notwithstanding anything done or executed by Take all actions reasonably necessary to maintain in effect and to comply with the Company or omitted to be done or executed or knowingly suffered to order of the contrary Commonwealth Public Utility Commission dated October 15, 2009, registering the Company now has power to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged Premises; (iii) That it shall be lawful Securities Certificate for the Trustees upon entering into or taking possession under the provisions herein contained of all or any issuance of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming by, through, under or First Mortgage Bonds in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deeds, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents and the Bonds or for effectuating and completing the security intended to be hereby created and shall from time to time and at all times after the security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Trustees may require for facilitating realisation support of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall for such purposes or any of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application in the name of the Company and for the purposes aforesaid a certificate in writing signed by the Trustees to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the factBonds.

Company’s Covenants. A. In addition 7.1 The Company irrevocably undertakes as follows: ​ ​ (a) If the execution and performance of this Agreement and the granting of Shares Purchase Option, Assets Purchase Option or Shares Subscription Option under this Agreement require the consent, permission, waiver, authorization of any third party, or the approval, permission, exemption or approval of any government authorities, or the registration or filing procedures with any government authorities (if required by the Laws), the company will use its best effort to assist in meeting the above conditions. (b) Without prior written consent of the WFOE, it shall not assist or allow the Existing Shareholders transfer or dispose of any Option Shares in any other way or set any security right or other third party rights on any Option Shares. (c) Without prior written consent of the WFOE, it shall not transfer or dispose of any material Company Assets (except those occur in the ordinary course of business) in any other way or set any security right or other third party rights on any Company Assets. (d) The Company shall not carry out or allow any behavior or action that may adversely affect the interests of the WFOE under this Agreement, including but not limited to any behavior and action restricted by Section 6.1. (e) Once it knows or should be aware that the Option Shares hold by the Existing Shareholders may be transferred to any third party other than the WFOE and/or through other entities and/or individuals designated by the WFOE due to applicable laws, judgments or awards of courts or arbitration institution, or for any other reason, it should immediately and without hesitation notify the WFOE. 7.2 Once the WFOE issues the Exercise Notice: (a) The Company shall immediately procure the Existing Shareholders to adopt shareholders decisions and take all other necessary actions to agree the Company to transfer all Transfer Assets to the covenants specified in WFOE and/or through other entities and/or individuals designated by the respective Subscription Agreement / Letter WFOE at the Transfer Price, or agree the reduction of Intent the Company declaresCompany’s capital, represents and covenants as follows:- (i) The Specifically Mortgaged Premises herein before expressed accept the WFOE and/or through other entities and/or individuals designated by the WFOE to be granted, conveyed, assigned, transferred and assured are absolute property subscribe for all the Increased Capital Shares of the Company and are free from any other Mortgage, charge or encumbrance and are not subject to any lis pendens, attachment, or other process issued by any court or other authority(depending on the situation); (iib) That notwithstanding anything done or executed With respect to the Assets Purchase Option, the Company shall immediately sign an assets transfer agreement with the WFOE and/or through other entities and/or individuals designated by the Company or omitted to be done or executed or knowingly suffered WFOE, transfer all the Transfer Assets to the contrary WFOE and/or through other entities and/or individuals designated by the WFOE at the Transfer Price, and procure the Existing Shareholders to provide the WFOE with necessary support in accordance with the requirements of the WFOE and the provisions of laws and regulations (including providing and signing all relevant legal documents, and fulfilling all government approvals and registration procedures and assume all relevant obligations) so that the WFOE and/or through other entities and/or individuals designated by the WFOE can obtain all the Transfer Assets, and there should be no ​ ​ legal flaws in such Transfer Assets and there should be no security rights, third-party restrictions or any other restrictions on Company now has power to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged PremisesAssets; (iiic) That it shall be lawful for With respect to the Trustees upon entering into or taking possession under the provisions herein contained of all or any of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming byShares Subscription Option, through, under or in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deedsimmediately sign an capital reduction agreement with the Existing Shareholders in a form and substance to the satisfactory of the WFOE, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents Company shall, and the Bonds or for effectuating and completing Existing Shareholders shall procure the security intended Company to be hereby created and shall from time to time and at implement capital reduction procedure (including notifying creditors, making public announcement of capital reduction, signing all times after the security hereby constituted shall become enforceable execute and do all such deeds, relevant legal documents, assurances, actsand fulfilling all government approvals and registration procedures and assume all relevant obligations) so that the Company could complete the capital reduction successfully, and things as the Trustees may require for facilitating realisation WFOE and/or through other entities and/or individuals designated by the WFOE could complete the subscription of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall for such purposes or any of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application in the name of the Company and for the purposes aforesaid a certificate in writing signed by the Trustees to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the factIncreased Capital Shares.

Company’s Covenants. A. In addition The Company covenants and agrees with the Purchaser that from and after the date of execution of this Agreement to the covenants specified Closing Date the Company will to the best of its ability: (a) conduct and cause each of the Subsidiaries to conduct its business in the respective Subscription Agreement / Letter ordinary and normal course and will not do or fail to do anything that would result in the representations and warranties of Intent the Company declares, represents herein not to be true and covenants as follows:-correct at the time of Closing; (ib) The Specifically Mortgaged give and cause each of the Subsidiaries to give the Purchaser and its representatives full and complete access to the Premises herein before expressed to be granted, conveyed, assigned, transferred and assured are absolute property books and records of the Company and are free from the Subsidiaries, authorize all government agencies or offices to disclose to the Purchaser and its representatives any information concerning the Company and the Subsidiaries and the Business which the Purchaser considers relevant and will furnish, and will require the Company's and the Subsidiaries' bankers, accountants / auditors and other Mortgageadvisors to furnish to the Purchaser all financial and operating data and other information with respect to the Business, charge or encumbrance the Company and are not subject to any lis pendens, attachment, or other process issued by any court or other authoritythe Subsidiaries as the Purchaser shall request providing the Purchaser signs a non-disclosure agreement; (iic) That notwithstanding anything done or execute and deliver all documents and instruments required to be executed and delivered by the Company or omitted hereunder and will take all steps and proceedings and execute such further assurances and documents as may be required to be done or executed or knowingly suffered effect the transfer to the contrary and register the Company now has power to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged Premises; (iii) That it shall be lawful for the Trustees upon entering into or taking possession under the provisions herein contained of all or any of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming by, through, under or in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deeds, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents and the Bonds or for effectuating and completing the security intended to be hereby created and shall from time to time and at all times after the security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Trustees may require for facilitating realisation of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall for such purposes or any of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application Shares in the name of the Purchaser and to fulfill the terms and conditions of this Agreement; (d) deliver to the Purchaser true and complete copies of all contracts and other documents and instruments disclosed in this Agreement or in the Schedules hereto and will not amend any of them or enter into any other contract without the prior written consent of the Purchaser which will not be reasonably withheld; (e) execute and deliver on the Closing Date the statutory declarations contemplated by Sections 14.1(b) and 14.2(f) hereof dated the Closing Date in a form reasonably satisfactory to the Purchaser's solicitors; (f) obtain all necessary shareholders and directors resolutions to effect the transactions contemplated by this Agreement and do all other things reasonably necessary to facilitate the transactions contemplated herein; (g) immediately notify the Purchaser of any state of facts which may reasonably result in a representation or warranty contained herein being untrue or incorrect in any material respect, or which may result in the nonfulfillment of any condition set forth herein; (h) maintain all existing insurance coverage with respect to the Business and Premises in full force and effect until completion of the Closing; (j) arrange for the Company's (consolidated with the Subsidiaries) Financial Statements for the year ending March 31, 2001 to be audited by Leung, Meents & Harrop, the Company's auditor; and (k) xxxvixx xxx Puxxxxxxr with evidence to its satisfaction that the Company and for the purposes aforesaid a certificate Subsidiaries are current in writing signed by the Trustees payment of all salaries and other remunerations, taxes, charges, levies, fees, deductions and remittances pursuant to the effect that Income Tax Act, the Canada Pension Plan, the Unemployment Insurance Act, the Medical and Health Care Services Act, the Workers' Compensation Act and any particular assurance other applicable legislation or thing required by them is reasonably required by them shall be conclusive evidence by the factcontractual requirements.

Company’s Covenants. A. In addition The Company agrees that it will: (a) Refrain from knowingly taking any actions (and from permitting any action with regard to which the covenants specified Company may exercise control) that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds. (b) Indemnify and hold harmless the Authority, its members, directors, officers, agents, attorneys, and employees and the Underwriters, their respective Subscription Agreement / Letter officers, directors, officials, agents, attorneys, employees, and each person, if any, who controls each of Intent the Company declaresUnderwriters within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, represents as amended (the “1934 Act”), from and covenants against all losses, claims, damages, liabilities and expenses, joint or several, to which the Authority and the Underwriters, or either of them, or any of their respective members, directors, officers, agents, attorneys, and employees and each person, if any, who controls the Underwriters within the meaning of the 1933 Act or 1934 Act as follows:- aforedescribed may become subject, under federal laws or regulations, or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon: (i) The Specifically Mortgaged Premises herein before expressed a breach of the Company’s representations included in this Agreement; (ii) any untrue statement or alleged untrue statement of any material fact pertaining to the Project or the Company set forth in the Official Statement, the Preliminary Official Statement or any amendment to either; (iii) the willful or negligent omission of (or the alleged omission to state) a material fact in the Official Statement, the Preliminary Official Statement, or any amendment or supplement to either, as such fact is required to be grantedstated therein or necessary to make the statements therein that pertain to the Company or the Project not misleading in the light of the circumstances under which they were made; (iv) or arising by virtue of the failure to register the Bonds under the 1933 Act or the failure to qualify the Trust Indenture under the 1939 Act; or (v) arising by virtue of any audit or investigation conducted by a state or federal agency, conveyeddepartment or entity questioning, assignedamong other things, transferred and assured are absolute property the tax-exempt status of the Bonds. (c) Undertake, pursuant to the Continuing Disclosure Agreement dated as of November 17, 2010 to be entered into between the Company and are free from the Trustee (the “Continuing Disclosure Agreement”), to provide annual reports and notices of certain material events in accordance with Rule l5c2-l2 under the 1934 Act, as amended (“Rule 15c2-12”). (d) Not amend or supplement the Official Statement without prior notice to, and the consent of, the Representative, and will advise the Representative and the Authority promptly of the institution of any other Mortgage, charge or encumbrance and are not subject to any lis pendens, attachment, or other process issued proceedings by any court governmental agency or other authority;otherwise affecting the use of the Official Statement in connection with the offer and the sale of the Bonds. (iie) That notwithstanding anything done or executed by Take all actions reasonably necessary to maintain in effect and to comply with the Company or omitted to be done or executed or knowingly suffered to order of the contrary Pennsylvania Public Utility Commission dated October 21, 2010, registering the Company now has power to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged Premises; (iii) That it shall be lawful Securities Certificate for the Trustees upon entering into or taking possession under the provisions herein contained of all or any issuance of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming by, through, under or First Mortgage Bonds in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deeds, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents and the Bonds or for effectuating and completing the security intended to be hereby created and shall from time to time and at all times after the security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Trustees may require for facilitating realisation support of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall for such purposes or any of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application in the name of the Company and for the purposes aforesaid a certificate in writing signed by the Trustees to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the factBonds.

Company’s Covenants. A. In addition (a) At the request of the holder of the Subscribed Shares, and subject to the covenants specified in execution and delivery of such representation letters and other information as the respective Subscription Agreement / Letter of Intent Company, its counsel or its transfer agent shall reasonably request, the Company declaresshall use its commercially reasonable efforts to promptly cause the removal of the legend set forth in Section 4(r) from the book-entry position evidencing the Subscribed Shares, represents and covenants if required by the Company’s transfer agent, cause an opinion of counsel to the Company be provided in a form reasonably acceptable to the Company’s transfer agent to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, and cause the transfer agent for the Company to issue a certificate without such legend to the holder of the Subscribed Shares or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Subscribed Shares are sold pursuant to an effective registration statement under the Securities Act, or (ii) the Subscribed Shares are sold, assigned or transferred pursuant to Rule 144, provided that, with respect to a request pursuant to foregoing clause (i), the Company shall use commercially reasonable efforts to cause such legend to be removed within two (2) Business Days of such request, subject to receipt of documentation from the Subscriber as follows:-set forth in this Section 9(a). The Company shall be responsible for the fees of its transfer agent, its legal counsel (including for purposes of giving the opinion referenced herein) and all DTC fees associated with such issuance and the Subscriber shall be responsible for its fees or costs associated with such removal of the legend set forth in Section 4(r) (including its legal fees or costs of its legal counsel). (b) With a view to making available to Subscriber the benefits of Rule 144 that permit Subscriber to sell securities of the Company to the public without registration, the Company agrees, for so long as Subscriber holds Subscribed Shares, to: (i) The Specifically Mortgaged Premises herein before expressed to be grantedmake and keep public information available, conveyed, assigned, transferred as those terms are understood and assured are absolute property of the Company and are free from any other Mortgage, charge or encumbrance and are not subject to any lis pendens, attachment, or other process issued by any court or other authority;defined in Rule 144; and (ii) That notwithstanding anything done or executed by file with the Commission in a timely manner all reports and other documents required of the Company or omitted to be done or executed or knowingly suffered to under the contrary Securities Act and the Exchange Act so long as the Company now has power remains subject to act, convey, transfer assure such requirements and assign unto the Trustees filing of such reports and other documents is required for the Specifically Mortgaged Premises;applicable provisions of Rule 144. (iiic) That For any taxable year with respect to which the Company determines it shall be lawful for is a “passive foreign investment company” within the Trustees upon entering into or taking possession under the provisions herein contained meaning of all or any Section 1297(a) of the Mortgaged Premises henceforth to hold and enjoy Code (a “PFIC”), upon request of the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming by, through, under or in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That Subscriber the Company shall execute all use commercially reasonable efforts to make available information reasonably necessary to compute income of such deeds, documents and assurances and do all such acts and things Subscriber (or its direct or indirect owners) as the Trustees may reasonably require for exercising the rights under these presents and the Bonds or for effectuating and completing the security intended to be hereby created and shall from time to time and at all times after the security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Trustees may require for facilitating realisation a result of the Mortgaged Premises and for exercising all the powersCompany’s status as a PFIC, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances including timely providing a PFIC Annual Information Statement to enable holders to make a “Qualifying Electing Fund” election under Section 1295 of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall Code for such purposes or any of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application in the name of the Company and for the purposes aforesaid a certificate in writing signed by the Trustees to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the facttaxable period.

Company’s Covenants. A. In addition The Company hereby covenants to the Underwriters, the Purchasers and their permitted assigns and acknowledges that each of them is relying on such covenants specified in the respective Subscription Agreement / Letter of Intent the Company declarespurchasing Special Warrants, represents and covenants as follows:-that it shall: (i) The Specifically Mortgaged Premises herein before expressed at all times, remain a reporting issuer under Canadian Securities Laws not in default of any requirement of such Canadian Securities Laws; (ii) allow the Underwriters and their representatives to conduct all due diligence which the Underwriters may reasonably require to be grantedconducted prior to the date of the Final Prospectus in order to fulfil their obligations as Underwriters under Canadian Securities Laws and in order to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in connection with a Prospectus, conveyedand it shall be a condition precedent to the Underwriters' execution of any certificate in any Prospectus that they be satisfied, assignedacting reasonably, transferred as to the form and assured content of such Prospectus; (iii) duly execute and deliver the Special Warrant Indenture, the Subscription Agreements, the Warrant Indenture, the Special Warrants and the Brokers' Warrants at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Company; (iv) use its best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in paragraph 10; (v) ensure that the Special Warrants shall be duly and validly created, authorized and issued on payment of the purchase price therefor, and shall have attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Agreements; (vi) ensure that the Underlying Securities shall, upon issuance, be duly issued as fully paid and non-assessable securities in the capital of the Company, and shall have attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Agreements; (vii) ensure that at all times prior to the expiry thereof, sufficient Common Shares are absolute property allotted and reserved for issuance upon the due exercise of the Special Warrants, the Warrants and the Compensation Options; (viii) ensure that as soon as possible following the Closing Date, the Common Shares issuable on exercise of the Special Warrants and the Compensation Options and the Warrant Shares issuable on exercise of the Warrants are quoted for trading on CDN upon their respective dates of issuance; (ix) maintain the Warrant Agent or a substituted licensed trust company as the transfer agent and registrar in respect of the Common Shares, as special warrant agent in respect of the Special Warrants, and as warrant agent in respect of the Warrants; (x) the Company will apply the net proceeds from the issue and sale of the Special Warrants to fund the roll-out of the Company's marketing program and advertising campaign and general corporate purposes; (xi) not issue or announce the issuance of any Common Shares or any securities convertible into or exchangeable for or exercisable to acquire Common Shares without the prior consent of Yorkton, which consent shall not be unreasonably withheld, during the period commencing on the date hereof and ending ten (10) Business Days after the Qualification Date, other than pursuant to: (A) presently outstanding rights or agreements, including options, warrants and other convertible securities (including the Special Warrants, the Warrants, the Brokers' Warrants and the Compensation Options); or (B) presently outstanding options granted to officers, directors, employees or consultants of the Company or any subsidiary pursuant to existing stock option plans as detailed in the Company's management information circular dated June 18, 1997; (xii) grant to Yorkton, during the period of two years following the Closing Date, the first right to act as lead or co-lead manager or underwriter in connection any offering of securities in Canada and to act as a managing underwriter (with a minimum 20% participation) in connection with any offering of securities in the United States. The Company shall provide to Yorkton prior notice in writing of the terms of any offering that the Company proposes to make and shall provide Yorkton the right to act as lead or co-lead manager or underwriter or as managing underwriter (as the case may be) of that offering and to select the members of the underwriting group for that offering. This right of first refusal must be exercised by Yorkton within ten (10) days following receipt of such notice by notifying the Company that Yorkton will agree to act as lead or co- lead manager or underwriter or as managing underwriter (as the case may be) of such offering on the terms set out in the notice, failing which the Company will be free to make other arrangements to proceed with such offering on the same terms or on terms no less favourable to the Company. Failure to elect to act as lead or co- lead manager or underwriter or as managing underwriter (as the case may be) in respect of a proposed offering referred to in a notice shall not, however, disentitle Yorkton with respect to its rights hereunder in respect of any subsequent notice. This right of first refusal is conditional upon Yorkton's publication within six (6) months of the Closing Date of a stand-alone research report on the Company prepared in accordance with standard investment industry practice, failing which Yorkton's right of first refusal will terminate; (xiii) apply for a listing or quotation of the Common Shares on The Toronto Stock Exchange (the "TSE") or the National Association of Securities Dealers Automated Quotation System ("NASDAQ") as soon as reasonably practicable following the Special Warrant Closing and to use its reasonable commercial efforts to pursue such listing or quotation and satisfy as expeditiously as possible all such conditions of listing or quotation as the TSE or NASDAQ may reasonably require; (xiv) in the event the Company offers any of its securities for sale in the United States or files a registration statement with the United States Securities Exchange Commission in respect of any of its securities, whether in connection with a public offering of such securities, an application for listing or quotation of its securities on any stock market or quotation system in the United States or otherwise, the Company shall ensure that the Underlying Securities and the Optioned Securities are free from any also registered for resale in the United States or on such stock exchange and take all such other Mortgage, charge or encumbrance steps and actions as may be necessary to ensure that the Underlying Securities are not subject to any lis pendens, attachment, or other process issued by any court or other authority;statutory hold period; and (iixv) That notwithstanding anything done as soon as reasonably practicable following the Closing Date, appoint or executed by cause the Company or omitted appointment of a nominee of the Purchasers to the Board of Directors of the Company, such nominee to be done or executed or knowingly suffered mutually acceptable to the contrary the Company now has power to act, convey, transfer assure and assign unto the Trustees the Specifically Mortgaged Premises; (iii) That it shall be lawful for the Trustees upon entering into or taking possession under the provisions herein contained of all or any of the Mortgaged Premises henceforth to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person or persons claiming by, through, under or in trust for Company and that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and demands whatsoever; (iv) That the Company shall execute all such deeds, documents and assurances and do all such acts and things as the Trustees may reasonably require for exercising the rights under these presents and the Bonds or for effectuating and completing the security intended to be hereby created and shall from time to time and at all times after the security hereby constituted shall become enforceable execute and do all such deeds, documents, assurances, acts, and things as the Trustees may require for facilitating realisation of the Mortgaged Premises and for exercising all the powers, authorities and discretion thereby offered on the Trustees or any Receiver and in particular the Company shall execute all transfers, conveyances, assignments and assurances of the Mortgaged Premises whether to the Trustees or to their nominees which the Trustees may think expedient and shall perform or cause to be performed all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said powers, authorities and discretion’s and further shall for such purposes or any of them make or consent to such application to any Government or local authority as the Trustees may require for the consent, sanction or authorisation of such authority to or for the sale and transfer of the Mortgaged premises or any part thereof and it shall be lawful for the Trustees to make or consent to make any such application in the name of the Company and for the purposes aforesaid a certificate in writing signed by the Trustees to the effect that any particular assurance or thing required by them is reasonably required by them shall be conclusive evidence by the factUnderwriters, each acting reasonably.