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

Company’s Representations, Warranties and Covenants. Company hereby represents and warrants as follows: (A) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and is qualified in each other jurisdiction where the failure to so qualify would have a material adverse effect upon the business or financial condition of Company. Company has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this PPA. (B) The execution, delivery, and performance of its obligations under this PPA by Company have been duly authorized by all necessary corporate action, and do not and will not: 1. require any consent or approval of Company’s shareholders; 2. violate any Applicable Law, or violate any provision in any corporate documents of Company, the violation of which could have a material adverse effect on the ability of Company to perform its obligations under this PPA; 3. result in a breach or constitute a default under Company’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Company, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Company is a party or by which Company or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA; or 4. result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this PPA) upon or with respect to any of the assets or properties of Company now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA. (C) This PPA is a valid and binding obligation of Company, subject to the contingencies identified in Article 6. (D) The execution and performance of this PPA will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Company is a party or any judgment, order, or Applicable Laws that is applicable to Company. (E) To the best knowledge of Company, and except for the URC approval(s) identified in Section 6.1, all approvals, authorizations, consents, or other action required by any Governmental Authority to authorize Company’s execution, delivery and performance of this PPA, have been duly obtained and are in full force and effect. (F) Company shall comply with all Applicable Laws in effect or that may be enacted during the Term.

Company’s Representations, Warranties and Covenants. As of the Effective Date, the Company hereby represents represents, warrants and warrants as follows: (A) covenants to Consultant that the Company is a duly organized corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and is qualified in each other jurisdiction where the failure to so qualify would have a material adverse effect upon the business or financial condition of Company. Company has all requisite full power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this PPA. (B) The execution, delivery, and performance of its obligations under this PPA by Company have been duly authorized by all necessary corporate action, and do not and will not: 1. require any consent or approval of Company’s shareholders; 2. violate any Applicable Law, or violate any provision in any corporate documents of Company, the violation of which could have a material adverse effect on the ability of Company to perform its obligations under this PPA; 3Agreement. result in a breach or constitute a default under Company’s The execution and delivery of this Agreement by the Company has been duly authorized by all requisite corporate charter or bylawsactions and proceedings, or under any agreement relating to and this Agreement constitutes the management or affairs of Companylegal, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Company is a party or by which Company or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA; or 4. result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this PPA) upon or with respect to any of the assets or properties of Company now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA. (C) This PPA is a valid and binding obligation of the Company. Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby do or would after the giving of notice or the lapse of time or both, (i) conflict with, result in a breach of, constitute a default under, or violate the Articles of Incorporation or the bylaws of the Company, subject to the contingencies identified or (ii) conflict with, result in Article 6. (D) The execution and performance of this PPA will not conflict with or a breach of, constitute a breach default under, or default under violate any contract federal, state or agreement of any kind to which Company is a party or any local law, statute, rule, regulation, injunction, judgment, order, decree, ruling, charge or Applicable Laws that is applicable to Company. (E) To the best knowledge other restriction of Companyany government, and governmental agency or court, except for conflicts, breaches, defaults or violations which individually or in the URC approval(saggregate would not have a material adverse effect, or (iii) identified require any further consent from any person or entity which has not already been received, including, without limitation, any shareholder, Board of Director, or lender approvals. The Company's Board of Directors has authorized the issuance of the shares and the Stock Option as set forth in Section 6.1, all approvals, authorizations, consents, or other action required by any Governmental Authority to authorize Company’s execution, delivery and performance 2 above for consideration consisting of this PPAAgreement and the Services to be provided hereunder. The Company's Board of Directors has determined that the remuneration consisting of this Agreement and the Services to be provided hereunder, have been duly obtained is adequate. In rendering its Services, Consultant will be using and relying on the information supplied to it by the Company without independent verification thereof or independent appraisal of any of the Company's business. The Company hereby represents that all information made available to Consultant by the Company will be complete and correct in all material respects and will not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are in full force and effectmade. (F) Company shall comply with all Applicable Laws in effect or that may be enacted during the Term.

Company’s Representations, Warranties and Covenants. As of the Effective Date, the Company hereby represents represents, warrants and warrants covenants to Consultant as follows: (Aa) The Company is a duly organized corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota Nevada and is qualified in each other jurisdiction where the failure to so qualify would have a material adverse effect upon the business or financial condition of Company. Company has all requisite full power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this PPA. (B) The execution, delivery, and performance of its obligations under this PPA by Company have been duly authorized by all necessary corporate action, and do not and will not: 1. require any consent or approval of Company’s shareholders; 2. violate any Applicable Law, or violate any provision in any corporate documents of Company, the violation of which could have a material adverse effect on the ability of Company to perform its obligations under this PPA; 3. result in a breach or constitute a default under Company’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Company, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Company is a party or by which Company or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA; or 4. result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this PPA) upon or with respect to any of the assets or properties of Company now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPAAgreement. (Cb) This PPA is a The execution and delivery of this Agreement by the Company has been duly authorized by all requisite corporate actions and proceedings, and this Agreement constitutes the legal, valid and binding obligation of the Company, subject to . Neither the contingencies identified in Article 6. (D) The execution and performance delivery of this PPA will not Agreement by the Company nor the consummation of the transactions contemplated hereby do or would after the giving of notice or the lapse of time or both, (i) conflict with or with, result in a breach of, constitute a default under, or violate the Articles of Incorporation or the Bylaws of the Company; or (ii) conflict with, result in a breach of, constitute a default under, or default under violate any contract federal, state or agreement of any kind to which Company is a party or any local law, statute, rule, regulation, injunction, judgment, order, decree, ruling, charge or Applicable Laws that is applicable to Companyother restriction of any government, governmental agency or court, except for conflicts, breaches, defaults or violations which individually or in the aggregate would not have a material adverse effect; or (iii) requires any further consent from any person or entity which has not already been received, including without limitation any shareholder, Board of Directors, or lender approvals. (Ec) To the best knowledge The unrestricted Shares of CompanyCommon Stock to be issued to Consultant shall be duly authorized and validly issued, fully paid and nonassessable, free of liens, encumbrances and restrictions on transfer, and except for shall be issued in accordance with the URC approval(s) identified in Section 6.1registration or qualification provisions of the Securities Act of 1933, all approvalsas amended, authorizations, consents, and any relevant state securities laws or other action required by any Governmental Authority pursuant to authorize Company’s execution, delivery and performance of this PPA, have been duly obtained and are in full force and effectvalid exemptions therefrom. (Fd) The Company's Board of Directors has authorized the issuance of the Shares above for consideration consisting of this Agreement and the Services to be provided hereunder. The Company's Board of Directors has determined that the consideration received for the Shares consisting of this Agreement and the Services to be provided hereunder, is adequate. In rendering its Services, Consultant will be using and relying on the information supplied to it by the Company shall comply with without independent verification thereof or independent appraisal of any of the Company's business. The Company hereby represents that all Applicable Laws information made available to Consultant by the Company will be complete and correct in effect all material respects and will not contain any untrue statement of material fact or that may be enacted during omit to state a material fact necessary in order to make the Termstatements therein not misleading in light of the circumstances under which such statements are made.

Company’s Representations, Warranties and Covenants. The Company hereby represents represents, warrants and warrants covenants to the Queens as follows: (A) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and is qualified in each other jurisdiction where the failure to so qualify would have a material adverse effect upon the business or financial condition of Company. Company has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this PPA. (B) a. The execution, delivery, and performance of its obligations under this PPA by Company have been duly authorized by all necessary corporate action, and do not and will not: 1. require any consent or approval of Company’s shareholders; 2. violate any Applicable Law, or violate any provision in any corporate documents of Company, the violation of which could have a material adverse effect on the ability of Company to perform its obligations under this PPA; 3. result in a breach or constitute a default under Company’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Company, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Company is a party or by which Company or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA; or 4. result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this PPA) upon or with respect to any of the assets or properties of Company now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA. (C) This PPA is a valid and binding obligation of Company, subject to the contingencies identified in Article 6. (D) The execution and performance of this PPA will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Company is a party or any judgment, order, or Applicable Laws that is applicable to Company. (E) To the best knowledge of Company, and except for the URC approval(s) identified in Section 6.1, all approvals, authorizations, consents, or other action required by any Governmental Authority to authorize Company’s execution, delivery and performance of this PPAAgreement by the Company and the transactions contemplated hereby, (i) have been authorized by all necessary actions on the part of the Company, (ii) will not violate any provision of the Articles of Incorporation or Bylaws of the Company, (iii) will not violate or conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor result in the termination of, or accelerate the performance required by, nor result in the creation of any lien, security interest, change or encumbrance upon any of the Company's or its affiliates' assets under any term or provision of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which it is a party or by which it or any of its assets are bound or affected, and (iv) will not violate or be in conflict with any law, rule or regulation, or any judgment, decree, injunction or order applicable to the Company or its affiliates. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally. b. No authorization, consent, approval, order of or filing with or notice to any governmental agency, instrumentality or authority or any other person is necessary for the execution and delivery of this Agreement by the Company or the performance by the Company of its obligations hereunder. In the event that the Company shall desire to issue Make-Up Stock with respect to the June 30, 2000 Make-Up Date and outside counsel for the Company shall advise that the Company's common stock would be delisted from NASDAQ unless shareholder approval of such issuance or a waiver of any requirement for such shareholder approval is obtained from NASDAQ, the Company shall either obtain such approval or waiver prior to July 10, 2000 or the Make-Up Payment due on such date will be paid entirely in cash. c. The capitalization of the Company is set forth in EXHIBIT B. All shares of common stock of the Company included in the Earn-Out Stock and any Make-Up Stock upon receipt by each of the Queens will be duly obtained issued and are outstanding and fully paid and nonassessable, issued in the name of the applicable Queen. d. All financial statements and other information the Company has filed with the SEC in the 24-month period preceding the date hereof were at the time of filing true and complete in all material respects and did not contain any untrue statements of material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. e. During the period commencing on the date hereof and ending on the date the Company shall make payment in full force of the Make-Up Payment due July 10, 2000 (the "Interim Period"), the Company shall not without the prior written approval of the Queens (i) issue or agree to issue any common stock or options or warrants or similar rights to acquire common stock, or any other capital stock of the Company other than (w) the issuance of common stock pursuant to the exercise of stock options presently issued and effectoutstanding, (x) the issuance of up to 20,000 options per year to each outside director of the Company as previously approved by the Company's stockholders, (y) the issuance at not less than market value of either common stock options or common stock to Xxxxxxx X. Xxxxxx with respect to not more than 350,000 shares of common stock of the Company, in the aggregate since December 15, 1999, or (z) the issuance of common stock of the Company pursuant to the existing terms of binding contractual obligations previously entered into by the Company which are described in footnote 7 of the quarterly financial statements included in the Company's Form 10QSB for the quarter ending September 30, 1999, or, (ii) reprice or enter into any agreement to reprice or amend any material provisions of any stock option or other employee benefit plan of the Company. f. During the Interim Period, neither the Company nor its affiliates shall, directly or indirectly, (Fi) purchase or agree to purchase any Company common stock, preferred stock or any other securities, or, (ii) during the thirty (30) day period preceding the delivery of any Make-Up Stock, encourage or solicit other persons to purchase common stock of the Company, provided that customary press releases, SEC filings and investor relation activities shall be permitted during such thirty (30) day period. g. During the Interim Period the Company shall comply with all Applicable Laws in effect not cause, suffer or that may be enacted during the Termpermit a Standstill Event to occur.

Company’s Representations, Warranties and Covenants. As of the Effective Date, the Company hereby represents represents, warrants and warrants as follows: (A) covenants to Consultant that the Company is a duly organized corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and is qualified in each other jurisdiction where the failure to so qualify would have a material adverse effect upon the business or financial condition of Company. Company has all requisite full power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this PPA. (B) The execution, delivery, and performance of its obligations under this PPA by Company have been duly authorized by all necessary corporate action, and do not and will not: 1. require any consent or approval of Company’s shareholders; 2. violate any Applicable Law, or violate any provision in any corporate documents of Company, the violation of which could have a material adverse effect on the ability of Company to perform its obligations under this PPA; 3Agreement. result in a breach or constitute a default under Company’s The execution and delivery of this Agreement by the Company has been duly authorized by all requisite corporate charter or bylawsactions and proceedings, or under any agreement relating to and this Agreement constitutes the management or affairs of Companylegal, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Company is a party or by which Company or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA; or 4. result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this PPA) upon or with respect to any of the assets or properties of Company now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA. (C) This PPA is a valid and binding obligation of the Company. Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby do or would after the giving of notice or the lapse of time or both, (i) conflict with, result in a breach of, constitute a default under, or violate the Articles of Incorporation or the bylaws of the Company, subject to the contingencies identified or (ii) conflict with, result in Article 6. (D) The execution and performance of this PPA will not conflict with or a breach of, constitute a breach default under, or default under violate any contract federal, state or agreement of any kind to which Company is a party or any local law, statute, rule, regulation, injunction, judgment, order, decree, ruling, charge or Applicable Laws that is applicable to Company. (E) To the best knowledge other restriction of Companyany government, and governmental agency or court, except for conflicts, breaches, defaults or violations which individually or in the URC approval(saggregate would not have a material adverse effect, or (iii) identified require any further consent from any person or entity which has not already been received, including, without limitation, any shareholder, Board of Director, or lender approvals. The Company's Board of Directors has authorized the issuance of the shares and Stock Option as set forth in Section 6.1, all approvals, authorizations, consents, or other action required by any Governmental Authority to authorize Company’s execution, delivery and performance 2 above for consideration consisting of this PPAAgreement and the Services to be provided hereunder. The Company's Board of Directors has determined that the Monthly Fee and the Stock Option, have been duly obtained consisting of this Agreement and the Services to be provided hereunder, is adequate. In rendering its Services, Consultant will be using and relying on the information supplied to it by the Company without independent verification thereof or independent appraisal of any of the Company's business. The Company hereby represents that all information made available to Consultant by the Company will be complete and correct in all material respects and will not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are in full force and effectmade. (F) Company shall comply with all Applicable Laws in effect or that may be enacted during the Term.

Company’s Representations, Warranties and Covenants. As of the Effective Date, the Company hereby represents represents, warrants and warrants covenants to Consultant as followsFollows: (Aa) The Company is a duly organized corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota Nevada and is qualified in each other jurisdiction where the failure to so qualify would have a material adverse effect upon the business or financial condition of Company. Company has all requisite full power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this PPA. (B) The execution, delivery, and performance of its obligations under this PPA by Company have been duly authorized by all necessary corporate action, and do not and will not: 1. require any consent or approval of Company’s shareholders; 2. violate any Applicable Law, or violate any provision in any corporate documents of Company, the violation of which could have a material adverse effect on the ability of Company to perform its obligations under this PPA; 3. result in a breach or constitute a default under Company’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Company, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Company is a party or by which Company or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA; or 4. result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this PPA) upon or with respect to any of the assets or properties of Company now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA. (Cb) This PPA is a The execution and delivery of this Agreement by the Company has been duly authorized by all requisite corporate actions and proceedings, and this Agreement constitutes the legal, valid and binding obligation of the Company, subject to . Neither the contingencies identified in Article 6. (D) The execution and performance delivery of this PPA will not Agreement by the Company nor the consummation of the transactions contemplated hereby do or would after the giving of notice or the lapse of time or both, (I) conflict with or , result in a breach of, constitute a breach default under, or violate the Articles of Incorporation or the Bylaws of the Company; or (II) conflict with, result in a breech of, constitute a default under under, or violate any contract federal, state or agreement of any kind to which Company is a party or any local law, statute, rule, regulation, injunction, judgment, order, decree, ruling, charge or Applicable Laws that is applicable to Companyother restrictions of any government, governmental agency or court, except for conflicts, breaches, defaults or violations which individually or in the aggregate would nor have a material adverse affect; or (III) requires any further consent from any person or entity which has not already been received, including without limitation any shareholder, board of Director, or lender approvals. (Ec) To The Company’s Board of Directors has determined that the best knowledge of Company, and except consideration received for the URC approval(s) identified in Section 6.1services to be rendered is adequate. In rendering its Services, all approvals, authorizations, consents, Consultant will be using and relying on the information supplied to it by the company without independent verification thereof or other action required by independent appraisal of any Governmental Authority to authorize of the Company’s execution, delivery business. The Company hereby represents that all information made available to Consultant by the Company will be complete and performance correct in all material respects and will not contain any untrue statement of this PPA, have been duly obtained and material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are in full force and effectmade. (F) Company shall comply with all Applicable Laws in effect or that may be enacted during the Term.

Company’s Representations, Warranties and Covenants. The Company hereby represents represents, warrants and warrants covenants in favour of the Purchaser and the Agent as followsfollows and acknowledges that each of the Purchaser (on its own behalf and, if applicable, on behalf of each Beneficial Purchaser) and the Agent is relying on such representations, warranties and covenants in connection with the transactions contemplated in, and the entry into by the Purchaser of, this Subscription Agreement: (Aa) Company the Company: (i) has been duly continued and is a corporation duly organized, validly existing and as a company in good standing under the laws of its jurisdiction of incorporation, amalgamation, continuation or organization, and has the State corporate power, capacity and authority to own, lease and operate its property and assets, to conduct its business as now conducted and to carry out the provisions hereof; and (ii) where required, has been duly qualified as an extra-provincial or foreign corporation for the transaction of Minnesota business and is in good standing under the laws of each jurisdiction in which it owns or leases property, or conducts any business; (b) each Subsidiary: (i) has been duly incorporated, amalgamated, continued or organized and is validly existing as a company or other legal entity in good standing under the laws of its jurisdiction of incorporation, amalgamation, continuation or organization and has the corporate power, capacity and authority to own, lease and operate its property and assets, to conduct its business as now conducted and to carry out the provisions hereof; and (ii) where required, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases property, or conducts any business and is not precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document, except where the failure to do so qualify would have not result in a material adverse effect upon Material Adverse Effect; (c) the business or financial condition of Company. Company has all requisite power full corporate power, capacity and authority to conduct its businessenter into the Transaction Documents to which it is a party and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, to own its propertiesobserved, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Company has taken all necessary corporate action to execute, deliver, and perform its obligations under this PPA. (B) The authorize the execution, delivery, delivery and performance of its obligations each of the Transaction Documents to which it is a party and each of the Transaction Documents has been, or will be on the Closing Date, as applicable, duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction and that the provisions relating to indemnity, contribution, severability and waiver of contribution may be limited under this PPA Applicable Law (the “Qualification”); (d) the execution and delivery of each of the Transaction Documents and the performance of the transactions contemplated hereby and thereby by the Company have been duly authorized by all necessary corporate action(including the issuance, sale and delivery of the Notes, the issuance, sale and delivery of the Warrants and the issuance, sale and delivery of the Conversion Shares upon conversion of the Notes) do not and will not: 1. (i) require the consent, approval, authorization, registration, order or qualification of or with any consent Governmental Authority, stock exchange, Securities Commission, SEC or approval of Company’s shareholders;other third party, except such as have been obtained or such as may be required (and shall be obtained by the Company prior to the Closing Time) under applicable Securities Laws; or 2. violate any Applicable Law, or violate any provision in any corporate documents of Company, the violation of which could have a material adverse effect on the ability of Company to perform its obligations under this PPA; 3. (ii) result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the Notice of Articles, Articles or resolutions of the shareholders, directors or any committee of directors of the Company or any Subsidiary; or (B) any statute, rule, regulation or law applicable to the Company or any Subsidiary, including, without limitation, the applicable Securities Laws, or any judgment, order or decree of any Governmental Authority, stock exchange or court having jurisdiction over the Company; and (iii) upon obtaining the Canopy Consent, and except as disclosed in the Public Record, result in the breach of, or be in conflict with, or constitute a default under Company’s corporate charter under, and do not and will not create a state of facts which, after notice or bylawslapse of time or both, will result in a breach of, or under conflict with or default under, and do not affect the rights, duties and obligations of any parties to, any material indenture, agreement relating to the management or affairs of Company, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which the Company or any Subsidiary is a party, nor give a party the right to terminate any such indenture, agreement or instrument by virtue of the application of terms, provisions or conditions in such indenture, agreement or instrument; (e) the Notes and the Warrants have been duly created and authorized for issuance and, upon payment of the aggregate Purchase Price therefor, the Notes and the Warrants will be validly issued and outstanding as fully paid securities of the Company. The Company has the corporate power, capacity and authority to issue and sell the Notes and the Warrants and such securities will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company; (f) the Conversion Shares have been duly created, authorized, reserved and allotted for issuance, and, upon the due conversion of the Notes, will be duly and validly issued and outstanding as fully paid and non-assessable Fixed Shares of the Company. The Company has the corporate power, capacity and authority to issue the Conversion Shares and, at the time of issuance thereof, the Conversion Shares will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company; (g) the Warrant Shares have been duly created, authorized, reserved and allotted for issuance, and, upon the due exercise of the Warrants, any payment of the applicable Exercise Price, will be duly and validly issued and outstanding as fully paid and non-assessable Fixed Shares of the Company. The Company has the corporate power, capacity and authority to issue the Warrant Shares and, at the time of issuance thereof, the Warrant Shares will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company; (h) the Company is authorized to issue an unlimited number of Fixed Shares, an unlimited number of Floating Shares and an unlimited number of Fixed Multiple Shares, of which 80,824,907 Fixed Shares, 36,030,165 Floating Shares and 117,600 Fixed Multiple Shares were issued and outstanding as of the date hereof, and all such issued shares are validly issued and outstanding, and no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option or privilege (whether pre-emptive or contractual), for the issue or allotment of any unissued shares of the Company or any Subsidiary or any other security convertible into or exchangeable for any such shares, or to require the Company or any Subsidiary to purchase, redeem or otherwise acquire any of the outstanding securities of the Company or any Subsidiary, except as disclosed in the Public Record and pursuant to the Offering; (i) other than the Subsidiaries, or as otherwise described in the Public Record, the Company has no material direct or indirect subsidiaries nor any material investment in any person or any agreement, option or commitment to acquire any such investment. The Subsidiaries are the only subsidiaries of the Company that are material to the Company’s business on a consolidated basis, including with respect to the generation of revenues and the ownership of Intellectual Property and permits, authorizations, certifications, consents and orders necessary for the conduct of its business as presently conducted. Except as disclosed in the Public Record, including with respect to High Street Capital Partners, LLC and Acreage Holdings WC, Inc., the Company is the direct or indirect registered and/or beneficial owner of all of the issued and outstanding shares of or interests in each Subsidiary (and such ownership is evidenced by definitive documentation in the possession of the Company or the applicable Subsidiary), and, except as otherwise described in the Public Record, in each case free and clear of all Encumbrances or adverse interests whatsoever, and no person, firm, corporation or entity has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Company or any Subsidiary of any of the shares or other securities of any Subsidiary, except as disclosed in the Public Record; (j) no proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of the Company, and no approval has been given to commence any such proceedings; (k) except as disclosed in the Public Record, there are no suits, actions or litigation or arbitration proceedings or governmental proceedings in progress, pending or, to the knowledge of the Company, contemplated or threatened, to which the Company or any Subsidiary is party or by to which the property of the Company or any Subsidiary is subject, except where such suit, action or litigation or arbitration proceeding or governmental proceeding would not have a Material Adverse Effect. There is not presently outstanding against the Company or any Subsidiary any material judgment, injunction, rule or order of any court, governmental department, commission, agency or arbitrator. No current director, officer or, to the Company's knowledge, employee of the Company or any of its properties Subsidiaries has willfully violated 18 U.S.C. §1519 or assets may be bound engaged in spoliation in reasonable anticipation of litigation. Except as disclosed in the Public Record, there has not been, and to the knowledge of the Company, there is not pending or affectedcontemplated, any investigation by the breach SEC or default Securities Commission involving the Company, any of which its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act. The Company is not aware of any such action, suit, arbitration or to the knowledge of the Company any investigation, inquiry or other proceeding. Except as disclosed in the Public Record, neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (l) all Taxes due and payable as of the date hereof by the Company and each Subsidiary have been paid or accrued, except where failure to pay such Taxes would not constitute a Material Adverse Effect. All tax returns due, declarations, remittances and filings required to be filed by the Company and each Subsidiary have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading except where the failure to file such documents would not constitute an adverse effect on material fact of such Company or any Subsidiary; (m) except as disclosed in the ability Public Record, to the knowledge of the Company: (i) there is no material examination of any tax return of the Company to perform its obligations under this PPAor any Subsidiary is currently in progress; or 4. result inand (ii) there are no material issues or disputes outstanding with any governmental entity respecting any Taxes that have been paid, or require may be payable, by the creation Company or imposition of, any mortgage, deed Subsidiary. There are no agreements with any taxation authority providing for an extension of trust, pledge, lien, security interest, time for any assessment or other charge reassessment of Taxes with respect to the Company or encumbrance any Subsidiary. There are no unpaid Taxes in any material amount claimed to be due by the taxing authority of any nature (other jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297 of the Internal Revenue Code of 1986, as amended. Other than as may be contemplated by this PPA) upon would not be, individually or in the aggregate, reasonably expected to have a Material Adverse Effect, with respect to the Company and each of its Subsidiaries, there are no claims being asserted in writing to the Company with respect to any of the assets or properties of Company now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA.Taxes; (Cn) This PPA is a valid and binding obligation of Company, subject to the contingencies identified in Article 6. (D) The execution and performance of this PPA will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Company is a party or any judgment, order, or Applicable Laws that is applicable to Company. (E) To the best knowledge of Company, and except for the URC approval(s) identified in Section 6.1, all approvals, authorizations, consents, or other action required by any Governmental Authority to authorize Company’s execution, delivery and performance of this PPA, have been duly obtained and are in full force and effect. (F) Company shall comply with all Applicable Laws in effect or that may be enacted during the Term.Financial Statements: