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

Company’s Representations, Warranties and Covenants. Company represents, warrants and covenants to NCPS as of the Effective Date and at all times during the Term, as follows: 8.1. Company is duly organized, validly existing and in good standing under the Laws of each jurisdiction in which Company is organized or conducts business. 8.2. Company has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by Company and constitutes the legal, valid, binding and enforceable obligation of Company, enforceable against Company in accordance with its terms. 8.3. Company shall, and shall cause each Authorized Contributor to, be bound by and comply with this Agreement, as applicable to them. Company shall be liable for any breach of this Agreement, and any misuse or unauthorized use of the PPEX ATS or the PPEX Site, by it or any Authorized Contributor. 8.4. Each Trade shall be conducted in compliance with all Law. If the Company Securities are restricted or control securities, such Trade shall be conducted in reliance upon, in compliance with and pursuant to one or more applicable federal resale exemptions or safe harbors from registration, such as Section 4(a)(1) or Section 4(a)(7) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 144 or Rule 144A under the Securities Act, or the “Section 4(a)(1½) exemption”, as developed through case law and interpretation (each, a “Resale Exemption”). If not “covered securities” preempted by federal law, such Trade shall be conducted in reliance upon, in compliance with and pursuant to one or more applicable state “blue sky” resale exemptions or safe harbors from state registration. Such Trade shall be conducted in compliance with (or waiver of) all Transfer Restrictions. As required by Law or any Resale Exemption relied upon by the parties to a Trade, including, without limitation, taking into account whether seller is an “affiliate” as defined in Rule 405 of the Securities Act and if the Company Securities were issued pursuant to a qualified Regulation A offering (and the tier thereof), as applicable: (a) Company shall make available to buyer and seller all required information about Company and the Company Securities; (b) Company shall timely fulfill all ongoing SEC reporting and disclosure obligations applicable to Company or otherwise maintain adequate current public information, as well as complete any post-Trade filings; (c) any applicable seller holding period shall have been satisfied; (d) any applicable volume limitations shall be adhered to; (e) any applicable manner of sale and restrictions on solicitation shall be adhered to; and(f) if applicable with respect to the Company Securities, buyer shall be a “qualified institutional buyer” under Rule 144A of the Securities Act, a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, or an “accredited investor” under Rule 501 of Regulation D of the Securities Act. Company shall provide any information to NCPS in support of such compliance with Law and any Resale Exemption relied upon by the parties to a Trade. 8.5. NCPS has no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of any counterparty to a Trade or to advise or opine on any related solvency issues. 8.6. Company shall conduct its business as it relates to this Agreement, any Trade, the activities on the PPEX ATS or the access to or use of the PPEX Site in compliance with this Agreement and all Law and has obtained and maintains all licenses, registrations, approvals and consents as are necessary or advisable to conduct such business. 8.7. None of Company or its affiliates or their officers, directors, general partners or managing members or Authorized Contributors, their predecessors or affiliates (each, a “Covered Person”, and together, “Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) through (viii) or Rule 262 under the Securities Act or a “statutory disqualification” described in Section 3(a)(39) of the Securities Act (a “Disqualification Event”). Company shall promptly notify NCPS in writing if at any time it becomes aware of: (a) any Disqualification Event relating to any such Covered Person; or (b) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any such Covered Person. 8.8. All information provided to NCPS, including, without limitation, Content, shall be true, correct and complete, and shall not contain any untrue statement of a fact or omit to state a fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. NCPS shall be entitled to rely upon and assume the accuracy and completeness of all such information without independent investigation, and NCPS shall not be responsible for verifying the adequacy, accuracy or completeness thereof for any purpose. (a) NCPS is not providing any recommendation or advice in connection with NCPS’s engagement hereunder or its provision of services (including, without limitation, any business, investment, solicitation, legal, accounting, regulatory, tax or other advice); (b) Company is solely responsible for ensuring that its activities comply with all Law and any Trade complies with a Resale Exemption and all other Law; (c) Company shall rely on its own judgment in engaging NCPS under this Agreement; and (d) NCPS is: (i) not making any representations with respect to the quality of any investment opportunity, the Trade or any person or entity; (ii) does not guarantee the closing or performance of any Trade; and (iii) is not an investment adviser, does not provide investment advice and does not recommend securities transactions. 8.10. There are no Actions against or involving Company or any Covered Person that: (a) allege any violation by them of any criminal, securities or commodities Law of any jurisdiction, regulatory or self-regulatory organization or exchange; or (b) if decided, would have a material adverse effect on the ability of Company to fulfill its obligations in connection with this Agreement. 8.11. Company and Authorized Contributors shall: (a) observe high standards of fair dealing and just and equitable principles of trade; (b) not manipulate or attempt to manipulate the market; (c) not knowingly participate in a Trade other than in good faith for the purpose of executing bona fide transactions to convey accurate and complete information regarding such Trade; (d) not make any fraudulent or misleading communications, or knowing misstatement of a material fact or engage in any fraudulent act or any scheme to defraud, deceive, trick or mislead; (e) cooperate promptly and fully with NCPS in any investigation or inquiry with respect to a Company’s use of the PPEX ATS and any transaction effected through the PPEX ATS; and (f) provide to NCPS such information as NCPS may reasonably request in order for NCPS to: (i) conduct a reasonable inquiry under Section 4(a)(3) of the Securities Act, Section 4(a)(4) of the Securities Act and any other applicable Resale Exemptions; (ii) conduct the due diligence and review; and (iii) comply with any other applicable regulatory or compliance obligations. 8.12. Unless agreed by NCPS in a separate written agreement, NCPS is not responsible for clearing, settlement or custody of assets transacted on the PPEX ATS, which shall be handled independently between the buyer and seller in a Trade and conducted without NCPS’s involvement or assistance. Company shall promptly facilitate the settlement of any Trade and update its capitalization records accordingly. 8.13. Company shall promptly inform NCPS of any ROFR Transaction and any underlying right with respect thereto. Company shall not receive any fees or commissions in connection with any Trade (other than reasonable transfer fees intended to cover costs and expenses of documenting a Trade). 8.14. NCPS may take any action, including, without limitation, suspending, limiting or terminating or otherwise cancelling a Trade or trading, at any time and from time to time in the event NCPS determines in its sole discretion such action is in the best interest in the operation, regulation or maintenance of PPEX ATS. 8.15. Company’s representations, warranties and covenants are continuing and deemed to be reaffirmed each time Company provides NCPS with any instructions. Company shall promptly notify NCPS if any representation, warranty or covenant ceases to be true, correct, accurate and complete and shall thereafter discontinue effecting transactions pursuant to this Agreement.

Company’s Representations, Warranties and Covenants. Company represents, warrants and covenants to NCPS as of the Effective Date and at all times during the Term, as follows: 8.1. Company is duly organized, validly existing and in good standing under the Laws of each jurisdiction in which Company is organized or conducts business. 8.2. Company has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by Company and constitutes the legal, valid, binding binding, and enforceable obligation of Company, enforceable against Company in accordance with its terms. 8.3. Company shall, and shall cause each Authorized Contributor User to, be bound by and comply with this Agreement, as applicable to them. Company shall be liable for any breach of this Agreement, and any misuse or unauthorized use of the PPEX ATS or the PPEX Site, by it or any Authorized ContributorUser. 8.4. Each Trade shall be conducted in compliance with all Law. If the Company Securities are restricted or control securities, such Trade shall be conducted in reliance upon, in compliance with and pursuant to one or more applicable federal resale exemptions or safe harbors from registration, such as Section 4(a)(1) or Section 4(a)(7) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 144 or Rule 144A including an exemption set forth under the Securities Act, or the “Section 4(a)(1½) exemption”Regulation A, as developed through case law and interpretation (each, a “Resale Exemption”). If not “covered securities” preempted by federal law, such Trade shall be conducted in reliance upon, in compliance with and pursuant to one or more applicable state “blue sky” resale exemptions or safe harbors from state registration. Such Trade shall be conducted in compliance with (or waiver of) all Transfer Restrictions. As required by Law or any Resale Exemption relied upon by the parties to a Trade, including, without limitation, taking into account whether seller is an “affiliate” as defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”), and if the Company Securities were issued pursuant to a qualified Regulation A offering (and the tier thereof), as applicable: (a) Company shall make available to buyer and seller all required information about Company and the Company Securities; (b) Company shall timely fulfill all ongoing SEC reporting and disclosure obligations applicable to Company or otherwise maintain adequate current public information, as well as complete any post-Trade filings; (c) any applicable seller holding period shall have been satisfied; (d) any applicable volume limitations shall be adhered to; (e) any applicable manner of sale and restrictions on solicitation shall be adhered to; and(fand (f) if applicable with respect to the Company Securities, buyer shall be a “qualified institutional buyer” under Rule 144A provide representations and warranties in support of the Securities Actapplicable Resale Exemption such as regarding suitability, a “qualified purchaser” as defined in Section 2(a)(51) investment intent and understanding of the Investment Company Act receipt of 1940, as amended, or an “accredited investor” under Rule 501 of Regulation D of the Securities Actrestricted securities. Company shall provide any information reasonably requested to NCPS in support of such compliance with Law and any Resale Exemption relied upon by the parties to a Trade. 8.5. NCPS has no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of any counterparty to a Trade or to advise or opine on any related solvency issues. 8.6. Company shall conduct its business as it relates to this Agreement, any Trade, the activities on the PPEX ATS or the access to or use of the PPEX Site in compliance with this Agreement and all Law and has obtained and maintains all licenses, registrations, approvals and consents as are necessary or advisable to conduct such business. 8.7. None of Company or its affiliates or their officers, directors, general partners or managing members or Authorized ContributorsUsers, their predecessors or affiliates (each, a “Covered Person”, and together, “Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) through (viii) or Rule 262 under the Securities Act or a “statutory disqualification” described in Section 3(a)(39) of the Securities Act (a “Disqualification Event”). Company shall promptly notify NCPS in writing if at any time it becomes aware of: (a) any Disqualification Event relating to any such Covered Person; or (b) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any such Covered Person. 8.8. All information provided to NCPS, including, without limitation, Content, shall be true, correct and completecomplete in all material respects, and shall not contain any untrue statement of a fact or omit to state a fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. NCPS shall be entitled to rely upon and assume the accuracy and completeness of all such information without independent investigation, and NCPS shall not be responsible for verifying the adequacy, accuracy or completeness thereof for any purpose. (a) NCPS is not providing any recommendation or advice in connection with NCPS’s engagement hereunder or its provision of services (including, without limitation, any business, investment, solicitation, legal, accounting, regulatory, tax or other advice); (b) Company is solely responsible for ensuring that its activities comply with all Law and any Trade complies with a Resale Exemption and all other Law; (c) Company shall rely on its own judgment in engaging NCPS under this Agreement; and (d) NCPS is: (i) not making any representations with respect to the quality of any investment opportunity, the Trade or any person or entity; (ii) does not guarantee the closing or performance of any Trade; and (iii) is not an investment adviser, does not provide investment advice and does not recommend securities transactions. 8.10. There are no Actions against or involving Company or any Covered Person that: (a) allege any violation by them of any criminal, securities or commodities Law of any jurisdiction, regulatory or self-self- regulatory organization or exchange; or (b) if decided, would have a material adverse effect on the ability of Company to fulfill its obligations in connection with this Agreement. 8.11. Company and Authorized Contributors Users shall: (a) observe high standards of fair dealing and just and equitable principles of trade; (b) not manipulate or attempt to manipulate the market; (c) not knowingly participate in a Trade other than in good faith for the purpose of executing bona fide transactions to convey accurate and complete information regarding such Trade; (d) not make any fraudulent or misleading communications, or knowing misstatement of a material fact or engage in any fraudulent act or any scheme to defraud, deceive, trick or mislead; (e) cooperate promptly and fully with NCPS in any investigation or inquiry with respect to a Company’s use of the PPEX ATS and any transaction effected through the PPEX ATS; and (f) provide to NCPS such information as NCPS may reasonably request in order for NCPS to: (i) satisfy NCPS’s obligation to conduct a reasonable inquiry under Section 4(a)(3) of the Securities Act, Section 4(a)(4) of the Securities Act and any other applicable Resale Exemptions; (ii) conduct the due diligence and review; and (iii) comply with any other applicable regulatory or compliance obligations. 8.12. Unless agreed by NCPS in a separate written agreement, NCPS is not responsible for clearing, settlement or custody of assets transacted on the PPEX ATS, which shall be handled independently between the buyer and seller in a Trade and conducted without NCPS’s involvement or assistance. Company shall promptly facilitate the settlement of any Trade and update its capitalization records accordingly. 8.13. Company shall promptly inform NCPS of any ROFR Transaction and any underlying right with respect thereto. Company shall not receive any fees or commissions in connection with any Trade (other than reasonable transfer fees intended to cover costs and expenses of documenting a Trade). 8.14. NCPS may take any action, including, without limitation, suspending, limiting or terminating or otherwise cancelling a Trade or trading, at any time and from time to time in the event NCPS determines in its sole discretion such action is in the best interest in the operation, regulation or maintenance of PPEX ATS. 8.15. Company’s representations, warranties and covenants are continuing and deemed to be reaffirmed each time Company provides NCPS with any instructions. Company shall promptly notify NCPS if any representation, warranty or covenant ceases to be true, correct, accurate and complete and shall thereafter discontinue effecting transactions pursuant to this Agreement.

Company’s Representations, Warranties and Covenants. Company represents, warrants and covenants to NCPS as of the Effective Date and at all times during the Term, as follows: 8.1. Company is duly organized, validly existing and in good standing under the Laws of each jurisdiction in which Company is organized or conducts business. 8.2. Company has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by Company and constitutes the legal, valid, binding binding, and enforceable obligation of Company, enforceable against Company in accordance with its terms. 8.3. Company shall, and shall cause each Authorized Contributor User to, be bound by and comply with this Agreement, as applicable to them. Company shall be liable for any breach of this Agreement, and any misuse or unauthorized use of the PPEX ATS or the PPEX Site, by it or any Authorized ContributorUser. 8.4. Each Trade shall is to be conducted in reliance upon and in compliance with all Law. If the Company Securities are restricted or control securities, such Trade shall be conducted in reliance upon, in compliance with Law and pursuant to one or more applicable federal and state resale exemptions or safe harbors from registration, such as Section 4(a)(1) or Section 4(a)(7) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 144 or Rule 144A under the Securities Act, or the “Section 4(a)(1½) exemption”, ,” as developed through case law and interpretation (eachcollectively, a the “Resale ExemptionExemptions”). If not “covered securities” preempted by federal law, such Trade shall be conducted in reliance upon, in compliance with ) and pursuant to one or more applicable state “blue sky” resale exemptions or safe harbors from state registration. Such Trade shall be conducted in compliance with (or waiver of) all Transfer Restrictions. As required by Law or any Resale Exemption relied upon by the parties to a Trade, including, without limitation, taking into account whether seller is an “affiliate” as defined in Rule 405 of the Securities Act and if the Company Securities were issued pursuant to a qualified Regulation A offering (and the tier thereof), as applicable: (a) Company shall make available to provide any information requested by or on behalf of NCPS in support of such Resale Exemption. 8.5. Each buyer and seller all required information about Company and in a Trade is to meet the Company Securities; (b) Company shall timely fulfill all ongoing SEC reporting and disclosure obligations applicable to Company or otherwise maintain adequate current public information, as well as complete any post-Trade filings; (c) any applicable seller holding period shall have been satisfied; (d) any applicable volume limitations shall be adhered to; (e) any applicable manner definition of sale and restrictions on solicitation shall be adhered to; and(f) if applicable with respect to the Company Securities, buyer shall be a “qualified institutional buyer” under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, or an “accredited investor” under Rule 501 of Regulation D of the Securities Act. , subject to the right of NCPS to impose higher accreditation standards to comply with eligibility and suitability requirements, and Company shall provide any information to requested by or on behalf of NCPS in support of such compliance with Law eligibility and any Resale Exemption relied upon by the parties to a Tradesuitability requirements. 8.58.6. NCPS has no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of any counterparty to a Trade or to advise or opine on any related solvency issues. 8.68.7. Company shall conduct its business as it relates to this Agreement, any Trade, the activities on the PPEX ATS or the access to or use of the PPEX Site in compliance with this Agreement and all Law and has obtained and maintains all licenses, registrations, approvals and consents as are necessary or advisable to conduct such business. 8.78.8. None of Company or its affiliates or their officers, directors, general partners or managing members or Authorized ContributorsUsers, their predecessors or affiliates (each, a “Covered Person”, and together, “Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) through (viii) or Rule 262 under the Securities Act or a “statutory disqualification” described in Section 3(a)(39) of the Securities Act (a “Disqualification Event”). Company shall promptly notify NCPS in writing if at any time it becomes aware of: (a) any Disqualification Event relating to any such Covered Person; or (b) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any such Covered Person. 8.88.9. All information provided to NCPS, including, without limitation, Content, shall be true, correct and complete, and shall not contain any untrue statement of a fact or omit to state a fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. NCPS shall be entitled to rely upon and assume the accuracy and completeness of all such information without independent investigation, and NCPS shall not be responsible for verifying the adequacy, accuracy or completeness thereof for any purpose. (a) NCPS is not providing any recommendation or advice in connection with NCPS’s engagement hereunder or its provision of services (including, without limitation, any business, investment, solicitation, legal, accounting, regulatory, tax or other advice); (b) Company is solely responsible for ensuring that its activities comply with all Law and any Trade complies with a Resale Exemption and all other Law; (c) Company shall rely on its own judgment in engaging NCPS under this Agreement; and (d) NCPS is: (i) not making any representations with respect to the quality of any investment opportunity, the Trade or any person or entity; (ii) does not guarantee the closing or performance of any Trade; and (iii) is not an investment adviser, does not provide investment advice and does not recommend securities transactions. 8.108.11. There are no Actions against or involving Company or any Covered Person that: (a) allege any violation by them of any criminal, securities or commodities Law of any jurisdiction, regulatory or self-regulatory organization or exchange; or (b) if decided, would have a material adverse effect on the ability of Company to fulfill its obligations in connection with this Agreement. 8.118.12. Company and Authorized Contributors Users shall: (a) observe high standards of fair dealing and just and equitable principles of trade; (b) not manipulate or attempt to manipulate the market; (c) not knowingly participate in a Trade other than in good faith for the purpose of executing bona fide transactions to convey accurate and complete information regarding such Trade; (d) not make any fraudulent or misleading communications, or knowing misstatement of a material fact or engage in any fraudulent act or any scheme to defraud, deceive, trick or mislead; (e) cooperate promptly and fully with NCPS in any investigation or inquiry with respect to a Company’s use of the PPEX ATS and any transaction effected through the PPEX ATS; and (f) provide to NCPS such information as NCPS may reasonably request in order for NCPS to: (i) satisfy NCPS’s obligation to conduct a reasonable inquiry under Section 4(a)(3) of the Securities Act, Section 4(a)(4) of the Securities Act and any other applicable Resale Exemptions; (ii) conduct the due diligence and review; and (iii) comply with any other applicable regulatory or compliance obligations. 8.128.13. Unless agreed by NCPS in a separate written agreement, NCPS is not responsible for clearing, settlement or custody of assets transacted on the PPEX ATS, which shall be handled independently between the buyer and seller in a Trade and conducted without NCPS’s involvement or assistance. Company shall promptly facilitate the settlement of any Trade and update its capitalization records accordingly. 8.138.14. Company shall promptly inform NCPS of any ROFR Transaction and any underlying right with respect thereto. Company shall not receive any fees or commissions in connection with any Trade (other than reasonable transfer fees intended to cover costs and expenses of documenting a Trade). 8.14. NCPS may take any action, including, without limitation, suspending, limiting or terminating or otherwise cancelling a Trade or trading, at any time and from time to time in the event NCPS determines in its sole discretion such action is in the best interest in the operation, regulation or maintenance of PPEX ATS. 8.15. Company’s representations, warranties and covenants are continuing and deemed to be reaffirmed each time Company provides NCPS with any instructions. Company shall promptly notify NCPS if any representation, warranty or covenant ceases to be true, correct, accurate and complete and shall thereafter discontinue effecting transactions pursuant to this Agreement.

Company’s Representations, Warranties and Covenants. Company represents, warrants and covenants to NCPS as of the Effective Date and at all times during the Term, as follows: 8.1. Company is duly organized, validly existing and in good standing under the Laws of each jurisdiction in which Company is organized or conducts business. 8.2. Company has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by Company and constitutes the legal, valid, binding and enforceable obligation of Company, enforceable against Company in accordance with its terms. 8.3. Company shall, and shall cause each Authorized Contributor to, be bound by and comply with this Agreement, as applicable to them. Company shall be liable for any breach of this Agreement, and any misuse or unauthorized use of the PPEX ATS or the PPEX Site, by it or any Authorized Contributor. 8.4. Each Trade shall be conducted in compliance with all Law. If the Company Securities are restricted or control securities, such Trade shall be conducted in reliance upon, in compliance with and pursuant to one or more applicable federal resale exemptions or safe harbors from registration, such as Section 4(a)(1) or Section 4(a)(7) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 144 or Rule 144A under the Securities Act, or the “Section 4(a)(1½) exemption”, as developed through case law and interpretation (each, a “Resale Exemption”). If not “covered securities” preempted by federal law, such Trade shall be conducted in reliance upon, in compliance with and pursuant to one or more applicable state “blue sky” resale exemptions or safe harbors from state registration. Such Trade shall be conducted in compliance with (or waiver of) all Transfer Restrictions. As required by Law or any Resale Exemption relied upon by the parties to a Trade, including, without limitation, taking into account whether seller is an “affiliate” as defined in Rule 405 of the Securities Act and if the Company Securities were issued pursuant to a qualified Regulation A offering (and the tier thereof), as applicable: (a) Company shall make available to buyer and seller all required information about Company and the Company Securities; (b) Company shall timely fulfill all ongoing SEC reporting and disclosure obligations applicable to Company or otherwise maintain adequate current public information, as well as complete any post-Trade filings; (c) any applicable seller holding period shall have been satisfied; (d) any applicable volume limitations shall be adhered to; (e) any applicable manner of sale and restrictions on solicitation shall be adhered to; and(f(f) if buyer shall provide representations and warranties in support of the applicable with respect to the Company SecuritiesResale Exemption such as regarding suitability, investment intent and understanding of receipt of restricted securities; and (g) buyer shall be a “qualified institutional buyer” under Rule 144A of the Securities Act, a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, or an “accredited investor” under Rule 501 of Regulation D of the Securities Act. Company shall provide any information to NCPS in support of such compliance with Law and any Resale Exemption relied upon by the parties to a Trade. 8.5. NCPS has no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of any counterparty to a Trade or to advise or opine on any related solvency issues. 8.6. Company shall conduct its business as it relates to this Agreement, any Trade, the activities on the PPEX ATS or the access to or use of the PPEX Site in compliance with this Agreement and all Law and has obtained and maintains all licenses, registrations, approvals and consents as are necessary or advisable to conduct such business. 8.7. None of Company or its affiliates or their officers, directors, general partners or managing members or Authorized Contributors, their predecessors or affiliates (each, a “Covered Person”, and together, “Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) through (viii) or Rule 262 under the Securities Act or a “statutory disqualification” described in Section 3(a)(39) of the Securities Act (a “Disqualification Event”). Company shall promptly notify NCPS in writing if at any time it becomes aware of: (a) any Disqualification Event relating to any such Covered Person; or (b) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any such Covered Person. 8.8. All information provided to NCPS, including, without limitation, Content, shall be true, correct and complete, and shall not contain any untrue statement of a fact or omit to state a fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. NCPS shall be entitled to rely upon and assume the accuracy and completeness of all such information without independent investigation, and NCPS shall not be responsible for verifying the adequacy, accuracy or completeness thereof for any purpose. (a) NCPS is not providing any recommendation or advice in connection with NCPS’s engagement hereunder or its provision of services (including, without limitation, any business, investment, solicitation, legal, accounting, regulatory, tax or other advice); (b) Company is solely responsible for ensuring that its activities comply with all Law and any Trade complies with a Resale Exemption and all other Law; (c) Company shall rely on its own judgment in engaging NCPS under this Agreement; and (d) NCPS is: (i) not making any representations with respect to the quality of any investment opportunity, the Trade or any person or entity; (ii) does not guarantee the closing or performance of any Trade; and (iii) is not an investment adviser, does not provide investment advice and does not recommend securities transactions. 8.10. There are no Actions against or involving Company or any Covered Person that: (a) allege any violation by them of any criminal, securities or commodities Law of any jurisdiction, regulatory or self-regulatory organization or exchange; or (b) if decided, would have a material adverse effect on the ability of Company to fulfill its obligations in connection with this Agreement. 8.11. Company and Authorized Contributors shall: (a) observe high standards of fair dealing and just and equitable principles of trade; (b) not manipulate or attempt to manipulate the market; (c) not knowingly participate in a Trade other than in good faith for the purpose of executing bona fide transactions to convey accurate and complete information regarding such Trade; (d) not make any fraudulent or misleading communications, or knowing misstatement of a material fact or engage in any fraudulent act or any scheme to defraud, deceive, trick or mislead; (e) cooperate promptly and fully with NCPS in any investigation or inquiry with respect to a Company’s use of the PPEX ATS and any transaction effected through the PPEX ATS; and (f) provide to NCPS such information as NCPS may reasonably request in order for NCPS to: (i) conduct a reasonable inquiry under Section 4(a)(3) of the Securities Act, Section 4(a)(4) of the Securities Act and any other applicable Resale Exemptions; (ii) conduct the due diligence and review; and (iii) comply with any other applicable regulatory or compliance obligations. 8.12. Unless agreed by NCPS in a separate written agreement, NCPS is not responsible for clearing, settlement or custody of assets transacted on the PPEX ATS, which shall be handled independently between the buyer and seller in a Trade and conducted without NCPS’s involvement or assistance. Company shall promptly facilitate the settlement of any Trade and update its capitalization records accordingly. 8.13. Company shall promptly inform NCPS of any ROFR Transaction and any underlying right with respect thereto. Company shall not receive any fees or commissions in connection with any Trade (other than reasonable transfer fees intended to cover costs and expenses of documenting a Trade). 8.14. NCPS may take any action, including, without limitation, suspending, limiting or terminating or otherwise cancelling a Trade or trading, at any time and from time to time in the event NCPS determines in its sole discretion such action is in the best interest in the operation, regulation or maintenance of PPEX ATS. 8.15. Company’s representations, warranties and covenants are continuing and deemed to be reaffirmed each time Company provides NCPS with any instructions. Company shall promptly notify NCPS if any representation, warranty or covenant ceases to be true, correct, accurate and complete and shall thereafter discontinue effecting transactions pursuant to this Agreement.;

Company’s Representations, Warranties and Covenants. Company represents, warrants and covenants to NCPS as of the Effective Date and at all times during the Term, as follows: 8.1. Company is duly organized, validly existing and in good standing under the Laws of each jurisdiction in which Company is organized or conducts business. 8.2. Company has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by Company and constitutes the legal, valid, binding binding, and enforceable obligation of Company, enforceable against Company in accordance with its terms. 8.3. Company shall, and shall cause each Authorized Contributor User to, be bound by and comply with this Agreement, as applicable to them. Company shall be liable for any breach of this Agreement, and any misuse or unauthorized use of the PPEX ATS or the PPEX Site, by it or any Authorized ContributorUser. 8.4. Each Trade shall be conducted in compliance with all Law. If the Company Securities are restricted or control securities, such Trade shall be conducted in reliance upon, in compliance with and pursuant to one or more applicable federal resale exemptions or safe harbors from registration, such as Section 4(a)(1) or Section 4(a)(7) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 144 or Rule 144A including an exemption set forth under the Securities Act, or the “Section 4(a)(1½) exemption”Regulation A, as developed through case law and interpretation (each, a “Resale Exemption”). If not “covered securities” preempted by federal law, such Trade shall be conducted in reliance upon, in compliance with and pursuant to one or more applicable state “blue sky” resale exemptions or safe harbors from state registration. Such Trade shall be conducted in compliance with (or waiver of) all Transfer Restrictions. As required by Law or any Resale Exemption relied upon by the parties to a Trade, including, without limitation, taking into account whether seller is an “affiliate” as defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”), and if the Company Securities were issued pursuant to a qualified Regulation A offering (and the tier thereof), as applicable: (a) Company shall make available to buyer and seller all required information about Company and the Company Securities; (b) Company shall timely fulfill all ongoing SEC reporting and disclosure obligations applicable to Company or otherwise maintain adequate current public information, as well as complete any post-Trade filings; (c) any applicable seller holding period shall have been satisfied; (d) any applicable volume limitations shall be adhered to; (e) any applicable manner of sale and restrictions on solicitation shall be adhered to; and(fand (f) if applicable with respect to the Company Securities, buyer shall be a “qualified institutional buyer” under Rule 144A provide representations and warranties in support of the Securities Actapplicable Resale Exemption such as regarding suitability, a “qualified purchaser” as defined in Section 2(a)(51) investment intent and understanding of the Investment Company Act receipt of 1940, as amended, or an “accredited investor” under Rule 501 of Regulation D of the Securities Actrestricted securities. Company shall provide any information reasonably requested to NCPS in support of such compliance with Law and any Resale Exemption relied upon by the parties to a Trade. 8.5. NCPS has no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of any counterparty to a Trade or to advise or opine on any related solvency issues. 8.6. Company shall conduct its business as it relates to this Agreement, any Trade, the activities on the PPEX ATS or the access to or use of the PPEX Site in compliance with this Agreement and all Law and has obtained and maintains all licenses, registrations, approvals and consents as are necessary or advisable to conduct such business. 8.7. None of Company or its affiliates or their officers, directors, general partners or managing members or Authorized ContributorsUsers, their predecessors or affiliates (each, a “Covered Person”, and together, “Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) through (viii) or Rule 262 under the Securities Act or a “statutory disqualification” described in Section 3(a)(39) of the Securities Act (a “Disqualification Event”). Company shall promptly notify NCPS in writing if at any time it becomes aware of: (a) any Disqualification Event relating to any such Covered Person; or (b) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any such Covered Person. 8.8. All information provided to NCPS, including, without limitation, Content, shall be true, correct and completecomplete in all material respects, and shall not contain any untrue statement of a fact or omit to state a fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. NCPS shall be entitled to rely upon and assume the accuracy and completeness of all such information without independent investigation, and NCPS shall not be responsible for verifying the adequacy, accuracy or completeness thereof for any purpose. (a) NCPS is not providing any recommendation or advice in connection with NCPS’s engagement hereunder or its provision of services (including, without limitation, any business, investment, solicitation, legal, accounting, regulatory, tax or other advice); (b) Company is solely responsible for ensuring that its activities comply with all Law and any Trade complies with a Resale Exemption and all other Law; (c) Company shall rely on its own judgment in engaging NCPS under this Agreement; and (d) NCPS is: (i) not making any representations with respect to the quality of any investment opportunity, the Trade or any person or entity; (ii) does not guarantee the closing or performance of any Trade; and (iii) is not an investment adviser, does not provide investment advice and does not recommend securities transactions. 8.10. There are no Actions against or involving Company or any Covered Person that: (a) allege any violation by them of any criminal, securities or commodities Law of any jurisdiction, regulatory or self-regulatory organization or exchange; or (b) if decided, would have a material adverse effect on the ability of Company to fulfill its obligations in connection with this Agreement. 8.11. Company and Authorized Contributors Users shall: (a) observe high standards of fair dealing and just and equitable principles of trade; (b) not manipulate or attempt to manipulate the market; (c) not knowingly participate in a Trade other than in good faith for the purpose of executing bona fide transactions to convey accurate and complete information regarding such Trade; (d) not make any fraudulent or misleading communications, or knowing misstatement of a material fact or engage in any fraudulent act or any scheme to defraud, deceive, trick or mislead; (e) cooperate promptly and fully with NCPS in any investigation or inquiry with respect to a Company’s use of the PPEX ATS and any transaction effected through the PPEX ATS; and (f) provide to NCPS such information as NCPS may reasonably request in order for NCPS to: (i) satisfy NCPS’s obligation to conduct a reasonable inquiry under Section 4(a)(3) of the Securities Act, Section 4(a)(4) of the Securities Act and any other applicable Resale Exemptions; (ii) conduct the due diligence and review; and (iii) comply with any other applicable regulatory or compliance obligations. 8.12. Unless agreed by NCPS in a separate written agreement, NCPS is not responsible for clearing, settlement or custody of assets transacted on the PPEX ATS, which shall be handled independently between the buyer and seller in a Trade and conducted without NCPS’s involvement or assistance. Company shall promptly facilitate the settlement of any Trade and update its capitalization records accordingly. 8.13. Company shall promptly inform NCPS of any ROFR Transaction and any underlying right with respect thereto. Company shall not receive any fees or commissions in connection with any Trade (other than reasonable transfer fees intended to cover costs and expenses of documenting a Trade). 8.14. NCPS may take any action, including, without limitation, suspending, limiting or terminating or otherwise cancelling a Trade or trading, at any time and from time to time in the event NCPS determines in its sole discretion such action is in the best interest in the operation, regulation or maintenance of PPEX ATS. 8.15. Company’s representations, warranties and covenants are continuing and deemed to be reaffirmed each time Company provides NCPS with any instructions. Company shall promptly notify NCPS if any representation, warranty or covenant ceases to be true, correct, accurate and complete and shall thereafter discontinue effecting transactions pursuant to this Agreement.