Common use of COMPANY’S WARRANTIES, UNDERTAKINGS AND INDEMNITIES Clause in Contracts

COMPANY’S WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 5.1 The Company hereby represents, warrants and undertakes to the Lender that the terms set out in Schedule 1 are true, accurate and not misleading in all material respects on the date of this Agreement and up to the Completion Date. 5.2 The Company undertakes to notify the Lender immediately in writing of any matter or event which becomes known to her prior to the Completion which shows any Warranties given by it to be or to have been untrue or inaccurate in any material respect. 5.3 The Company undertakes to the Lender that : (a) it shall comply in all material respects with the terms and conditions of the Settlement applicable to it; (b) it shall procure to do all such acts and things as may reasonably be required to be done by it in relation to the Settlement (c) it shall use reasonable endeavours to comply with the laws of Hong Kong and the Cayman Islands and all requirements of the HKSE and the SFC in order to enable the listing of the Shares to be maintained; and (d) save for the transactions contemplated hereunder and the transactions contemplated under the Subscription Agreement and Connected Conversion Agreements, it shall not create, allot or issue any securities of the Company prior to the Completion. 5.4 For the purpose of this Clause 5, the Lender shall not be entitled to make any claim against the Company: (a) in respect of any fact which has been publicly announced or disclosed in writing specifically to the Lender prior to the date of this Agreement; (b) if the claim would not have arisen but for a change in legislation announced or enacted after the Completion Date (whether relating to taxation, rates of taxation or otherwise) whether or not the change purports to be effective retrospectively in whole or in part; and (c) where the amount of any individual claim is less than HK$300,000.00, save that the Company shall be liable for claims which, if calculated on an individual basis, would be less than HK$300,000.00 but which would in aggregate exceed HK$300,000.00. 5.5 Subject to clause 7.2(b) below, in the event that the aggregate amount of claims of the Lender made under or pursuant to this Agreement against the Company in relation to the Settlement exceeds an amount equal to the Settlement Amount, no claim shall be made as to the excess. 5.6 No claim shall be made by the Lender under this Agreement against the Company after a period of 24 months from the Completion Date in relation to the Settlement unless a demand in writing has been served on the Company prior to the expiry of such 24 months’ period and legal proceedings in respect of such claim have been commenced within 24 months from the date of the said demand. 5.7 The Warranties given by the Company are given as at the date of this Agreement and will be deemed to be repeated at Completion with reference to the facts and circumstances then subsisting. 5.8 Each of the Warranties shall be construed as a separate Warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranties or any other term of this Agreement.

COMPANY’S WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 5.1 The Company hereby represents, warrants and undertakes to the Lender that the terms set out in Schedule 1 are true, accurate and not misleading in all material respects on the date of this Agreement and up to the Completion Date. 5.2 The Company undertakes to notify the Lender immediately in writing of any matter or event which becomes known to her it prior to the Completion which shows any Warranties given by it to be or to have been untrue or inaccurate in any material respect. 5.3 The Company undertakes to the Lender that : (a) it shall comply in all material respects with the terms and conditions of the Settlement applicable to it; (b) it shall procure to do all such acts and things as may reasonably be required to be done by it in relation to the Settlement (c) it shall use reasonable endeavours to comply with the laws of Hong Kong and the Cayman Islands and all requirements of the HKSE and the SFC in order to enable the listing of the Shares to be maintained; and (d) save for the transactions contemplated hereunder and the transactions contemplated under the Subscription Agreement and Connected Conversion Agreements, it shall not create, allot or issue any securities of the Company prior to the Completion. 5.4 For the purpose of this Clause 5, the Lender shall not be entitled to make any claim against the Company: (a) in respect of any fact which has been publicly announced or disclosed in writing specifically to the Lender prior to the date of this Agreement; (b) if the claim would not have arisen but for a change in legislation announced or enacted after the Completion Date (whether relating to taxation, rates of taxation or otherwise) whether or not the change purports to be effective retrospectively in whole or in part; and (c) where the amount of any individual claim is less than HK$300,000.00, save that the Company shall be liable for claims which, if calculated on an individual basis, would be less than HK$300,000.00 but which would in aggregate exceed HK$300,000.00. 5.5 Subject to clause 7.2(b) below, in the event that the aggregate amount of claims of the Lender made under or pursuant to this Agreement against the Company in relation to the Settlement exceeds an amount equal to the Settlement Amount, no claim shall be made as to the excess. 5.6 No claim shall be made by the Lender under this Agreement against the Company after a period of 24 months from the Completion Date in relation to the Settlement unless a demand in writing has been served on the Company prior to the expiry of such 24 months’ period and legal proceedings in respect of such claim have been commenced within 24 months from the date of the said demand. 5.7 The Warranties given by the Company are given as at the date of this Agreement and will be deemed to be repeated at Completion with reference to the facts and circumstances then subsisting. 5.8 Each of the Warranties shall be construed as a separate Warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranties or any other term of this Agreement.

COMPANY’S WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 5.1 The Company hereby represents, warrants and undertakes to the Lender Subscribers that the terms set out in Schedule 1 are true, accurate and not misleading in all material respects on the date of this Agreement and up to the Completion DateAgreement. 5.2 The Company undertakes to notify the Lender Subscribers immediately in writing of any matter or event which becomes known to her it prior to the Completion which shows any Warranties given by it to be or to have been untrue or inaccurate in any material respect. 5.3 The Company undertakes to the Lender Subscribers that : (a) it shall comply in all material respects with the terms and conditions of the Settlement Connected Conversion applicable to it; (b) it shall procure to do all such acts and things as may reasonably be required to be done by it in relation to the SettlementConnected Conversion; (c) it shall use reasonable endeavours to comply with the laws of Hong Kong and the Cayman Islands and all requirements of the HKSE and the SFC in order to enable the listing of the Shares to be maintained; and (d) save for the transactions contemplated hereunder and the transactions contemplated under the Subscription Agreement and Connected Conversion the Settlement Agreements, it shall not create, allot or issue any securities of the Company prior to the Completion. 5.4 For the purpose of this Clause 5, each of the Lender Subscribers shall not be entitled to make any claim against the Companyclaim: (a) in respect of any fact which has been publicly announced or disclosed in writing specifically to the Lender Subscribers prior to the date of this Agreement; (b) if the claim would not have arisen but for a change in legislation announced or enacted after the Completion Date (whether relating to taxation, rates of taxation or otherwise) whether or not the change purports to be effective retrospectively in whole or in part; and (c) where the amount of any individual claim is less than HK$300,000.00HK$1 million, save that the Company shall be liable for claims which, if calculated on an individual basis, would be less than HK$300,000.00 HK$1 million but which would in aggregate exceed HK$300,000.00HK$1 million. 5.5 Subject to clause 7.2(b) below, in In the event that the aggregate amount of claims of each of the Lender Subscribers made under or pursuant to this Agreement against the Company in relation to the Settlement Connected Conversion exceeds an amount equal to HK$1,008,000 (for the Settlement AmountFirst Subscriber) or HK$9,651,000 (for the Second Subscriber), no claim shall be made as to the excess. 5.6 No claim shall be made by each of the Lender Subscribers under this Agreement against the Company after a period of 24 months from the Completion Date in relation to the Settlement Connected Conversion unless a demand in writing has been served on the Company prior to the expiry of such 24 months’ period and legal proceedings in respect of such claim have been commenced within 24 months from the date of the said demand. 5.7 Nothing herein contained shall (or shall be construed to) release any of the Subscribers from its duty to mitigate its respective loss in respect of any claim made under or pursuant to this Agreement. 5.8 The Warranties given by the Company are given as at the date of this Agreement and will be deemed to be repeated at Completion with reference to the facts and circumstances then subsisting. 5.8 5.9 Each of the Warranties shall be construed as a separate Warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranties or any other term of this Agreement.

COMPANY’S WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 5.1 The Company hereby represents, warrants and undertakes to the Lender that the terms set out in Schedule 1 are true, accurate and not misleading in all material respects on the date of this Agreement and up to the Completion Date. 5.2 The Company undertakes to notify the Lender immediately in writing of any matter or event which becomes known to her it prior to the Completion which shows any Warranties given by it to be or to have been untrue or inaccurate in any material respect. 5.3 The Company undertakes to the Lender that : (a) it shall comply in all material respects with the terms and conditions of the Settlement applicable to it; (b) it shall procure to do all such acts and things as may reasonably be required to be done by it in relation to the Settlement; (c) it shall use reasonable endeavours to comply with the laws of Hong Kong and the Cayman Islands and all requirements of the HKSE and the SFC in order to enable the listing of the Shares to be maintained; and (d) save for the transactions contemplated hereunder and the transactions contemplated under the Subscription Agreement and Connected Conversion Agreements, it shall not create, allot or issue any securities of the Company prior to the Completion. 5.4 For the purpose of this Clause 5, the Lender shall not be entitled to make any claim against the Company: (a) in respect of any fact which has been publicly announced or disclosed in writing specifically to the Lender prior to the date of this Agreement; (b) if the claim would not have arisen but for a change in legislation announced or enacted after the Completion Date (whether relating to taxation, rates of taxation or otherwise) whether or not the change purports to be effective retrospectively in whole or in part; and (c) where the amount of any individual claim is less than HK$300,000.00, save that the Company shall be liable for claims which, if calculated on an individual basis, would be less than HK$300,000.00 but which would in aggregate exceed HK$300,000.00. 5.5 Subject to clause 7.2(b) below, in the event that the aggregate amount of claims of the Lender made under or pursuant to this Agreement against the Company in relation to the Settlement exceeds an amount equal to the Settlement Amount, no claim shall be made as to the excess. 5.6 No claim shall be made by the Lender under this Agreement against the Company after a period of 24 months from the Completion Date in relation to the Settlement unless a demand in writing has been served on the Company prior to the expiry of such 24 months’ period and legal proceedings in respect of such claim have been commenced within 24 months from the date of the said demand. 5.7 The Warranties given by the Company are given as at the date of this Agreement and will be deemed to be repeated at Completion with reference to the facts and circumstances then subsisting. 5.8 Each of the Warranties shall be construed as a separate Warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranties or any other term of this Agreement.

COMPANY’S WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 5.1 The Company hereby represents, warrants and undertakes to the Lender that the terms set out in Schedule 1 are true, accurate and not misleading in all material respects on the date of this Agreement and up to the Completion Date. 5.2 The Company undertakes to notify the Lender immediately in writing of any matter or event which becomes known to her him prior to the Completion which shows any Warranties given by it to be or to have been untrue or inaccurate in any material respect. 5.3 The Company undertakes to the Lender that : (a) it shall comply in all material respects with the terms and conditions of the Settlement applicable to it; (b) it shall procure to do all such acts and things as may reasonably be required to be done by it in relation to the Settlement (c) it shall use reasonable endeavours to comply with the laws of Hong Kong and the Cayman Islands and all requirements of the HKSE and the SFC in order to enable the listing of the Shares to be maintained; and (d) save for the transactions contemplated hereunder and the transactions contemplated under the Subscription Agreement and Connected Conversion Agreements, it shall not create, allot or issue any securities of the Company prior to the Completion. 5.4 For the purpose of this Clause 5, the Lender shall not be entitled to make any claim against the Company: (a) in respect of any fact which has been publicly announced or disclosed in writing specifically to the Lender prior to the date of this Agreement; (b) if the claim would not have arisen but for a change in legislation announced or enacted after the Completion Date (whether relating to taxation, rates of taxation or otherwise) whether or not the change purports to be effective retrospectively in whole or in part; and (c) where the amount of any individual claim is less than HK$300,000.00, save that the Company shall be liable for claims which, if calculated on an individual basis, would be less than HK$300,000.00 but which would in aggregate exceed HK$300,000.00. 5.5 Subject to clause 7.2(b) below, in the event that the aggregate amount of claims of the Lender made under or pursuant to this Agreement against the Company in relation to the Settlement exceeds an amount equal to the Settlement Amount, no claim shall be made as to the excess. 5.6 No claim shall be made by the Lender under this Agreement against the Company after a period of 24 months from the Completion Date in relation to the Settlement unless a demand in writing has been served on the Company prior to the expiry of such 24 months’ period and legal proceedings in respect of such claim have been commenced within 24 months from the date of the said demand. 5.7 The Warranties given by the Company are given as at the date of this Agreement and will be deemed to be repeated at Completion with reference to the facts and circumstances then subsisting. 5.8 Each of the Warranties shall be construed as a separate Warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranties or any other term of this Agreement.

COMPANY’S WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 5.1 The Company hereby represents, warrants and undertakes to the Lender Subscriber that the terms set out in Schedule 1 are true, accurate and not misleading in all material respects on the date of this Agreement and up to the Completion DateAgreement. 5.2 The Company undertakes to notify the Lender Subscriber immediately in writing of any matter or event which becomes known to her it prior to the Completion which shows any Warranties given by it to be or to have been untrue or inaccurate in any material respect. 5.3 The Company undertakes to the Lender Subscriber that : (a) it shall comply in all material respects with the terms and conditions of the Settlement Connected Conversion applicable to it; (b) it shall procure to do all such acts and things as may reasonably be required to be done by it in relation to the SettlementConnected Conversion; (c) it shall use reasonable endeavours to comply with the laws of Hong Kong and the Cayman Islands and all requirements of the HKSE and the SFC in order to enable the listing of the Shares to be maintained; and (d) save for the transactions contemplated hereunder and the transactions contemplated under the Subscription Agreement and Connected Conversion the Settlement Agreements, it shall not create, allot or issue any securities of the Company prior to the Completion. 5.4 For the purpose of this Clause 5, the Lender Subscriber shall not be entitled to make any claim against the Companyclaim: (a) in respect of any fact which has been publicly announced or disclosed in writing specifically to the Lender Subscriber prior to the date of this Agreement; (b) if the claim would not have arisen but for a change in legislation announced or enacted after the Completion Date (whether relating to taxation, rates of taxation or otherwise) whether or not the change purports to be effective retrospectively in whole or in part; and (c) where the amount of any individual claim is less than HK$300,000.00HK$1 million, save that the Company shall be liable for claims which, if calculated on an individual basis, would be less than HK$300,000.00 HK$1 million but which would in aggregate exceed HK$300,000.00HK$1 million. 5.5 Subject to clause 7.2(b) below, in In the event that the aggregate amount of claims of the Lender Subscriber made under or pursuant to this Agreement against the Company in relation to the Settlement Connected Conversion exceeds an amount equal to the Settlement Amount, no claim shall be made as to the excess. 5.6 No claim shall be made by the Lender Subscriber under this Agreement against the Company after a period of 24 months from the Completion Date in relation to the Settlement Connected Conversion unless a demand in writing has been served on the Company prior to the expiry of such 24 months’ period and legal proceedings in respect of such claim have been commenced within 24 months from the date of the said demand. 5.7 Nothing herein contained shall (or shall be construed to) release the Subscriber from his duty to mitigate his respective loss in respect of any claim made under or pursuant to this Agreement. 5.8 The Warranties given by the Company are given as at the date of this Agreement and will be deemed to be repeated at Completion with reference to the facts and circumstances then subsisting. 5.8 5.9 Each of the Warranties shall be construed as a separate Warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranties or any other term of this Agreement.

COMPANY’S WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 5.1 The Company hereby represents, warrants and undertakes to the Lender that the terms set out in Schedule 1 are true, accurate and not misleading in all material respects on the date of this Agreement and up to the Completion Date. 5.2 The Company undertakes to notify the Lender immediately in writing of any matter or event which becomes known to her it prior to the Completion which shows any Warranties given by it to be or to have been untrue or inaccurate in any material respect. 5.3 The Company undertakes to the Lender that : (a) it shall comply in all material respects with the terms and conditions of the Settlement applicable to it; (b) it shall procure to do all such acts and things as may reasonably be required to be done by it in relation to the Settlement; (c) it shall use reasonable endeavours to comply with the laws of Hong Kong and the Cayman Islands and all requirements of the HKSE and the SFC in order to enable the listing of the Shares to be maintained; and (d) save for the transactions contemplated hereunder and the transactions contemplated under the Subscription Agreement and Connected Conversion Agreements, it shall not create, allot or issue any securities of the Company prior to the Completion. 5.4 For the purpose of this Clause 5, the Lender shall not be entitled to make any claim against the Company: (a) in respect of any fact which has been publicly announced or disclosed in writing specifically to the Lender prior to the date of this Agreement; (b) if the claim would not have arisen but for a change in legislation announced or enacted after the Completion Date (whether relating to taxation, rates of taxation or otherwise) whether or not the change purports to be effective retrospectively in whole or in part; and (c) where the amount of any individual claim is less than HK$300,000.00, save that the Company shall be liable for claims which, if calculated on an individual basis, would be less than HK$300,000.00 but which would in aggregate exceed HK$300,000.00. 5.5 Subject to clause 7.2(b) below, in the event that the aggregate amount of claims of the Lender made under or pursuant to this Agreement against the Company in relation to the Settlement exceeds an amount equal to the Settlement AmountHK$5,000,000.00, no claim shall be made as to the excess. 5.6 No claim shall be made by the Lender under this Agreement against the Company after a period of 24 months from the Completion Date in relation to the Settlement unless a demand in writing has been served on the Company prior to the expiry of such 24 months’ period and legal proceedings in respect of such claim have been commenced within 24 months from the date of the said demand. 5.7 The Warranties given by the Company are given as at the date of this Agreement and will be deemed to be repeated at Completion with reference to the facts and circumstances then subsisting. 5.8 Each of the Warranties shall be construed as a separate Warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranties or any other term of this Agreement.

COMPANY’S WARRANTIES, UNDERTAKINGS AND INDEMNITIES. 5.1 The Company hereby represents, warrants and undertakes to the Lender Subscriber that the terms set out in Schedule 1 are true, accurate and not misleading in all material respects on the date of this Agreement and up to the Completion DateAgreement. 5.2 The Company undertakes to notify the Lender Subscriber immediately in writing of any matter or event which becomes known to her it prior to the Completion which shows any Warranties given by it to be or to have been untrue or inaccurate in any material respect. 5.3 The Company undertakes to the Lender Subscriber that : (a) it shall comply in all material respects with the terms and conditions of the Settlement Subscription applicable to it; (b) it shall procure to do all such acts and things as may reasonably be required to be done by it in relation to the SettlementSubscription; (c) it shall use reasonable endeavours to comply with the laws of Hong Kong and the Cayman Islands and all requirements of the HKSE and the SFC in order to enable the listing of the Shares to be maintained; and (d) save for the transactions contemplated hereunder and the transactions contemplated under the Subscription Agreement Settlement Agreements and Connected Conversion Agreements, it shall not create, allot or issue any securities of the Company prior to the Completion. 5.4 For the purpose of this Clause 5, the Lender Subscriber shall not be entitled to make any claim against the Companyclaim: (a) in respect of any fact which has been publicly announced or disclosed in writing specifically to the Lender Subscriber prior to the date of this Agreement; (b) if the claim would not have arisen but for a change in legislation announced or enacted after the Completion Date (whether relating to taxation, rates of taxation or otherwise) whether or not the change purports to be effective retrospectively in whole or in part; and (c) where the amount of any individual claim is less than HK$300,000.00HK$1 million, save that the Company shall be liable for claims which, if calculated on an individual basis, would be less than HK$300,000.00 HK$1 million but which would in aggregate exceed HK$300,000.00HK$1 million. 5.5 Subject to clause 7.2(b) below, in In the event that the aggregate amount of claims of the Lender Subscriber made under or pursuant to this Agreement against the Company in relation to the Settlement Subscription exceeds an amount equal to the Settlement Amountconsideration for the Subscription Shares, no claim shall be made as to the excess. 5.6 No claim shall be made by the Lender Subscriber under this Agreement against the Company after a period of 24 months from the Completion Date in relation to the Settlement Subscription unless a demand in writing has been served on the Company prior to the expiry of such 24 months’ period and legal proceedings in respect of such claim have been commenced within 24 months from the date of the said demand. 5.7 Nothing herein contained shall (or shall be construed to) release the Subscriber from its duty to mitigate its respective loss in respect of any claim made under or pursuant to this Agreement. 5.8 The Warranties given by the Company are given as at the date of this Agreement and will be deemed to be repeated at Completion with reference to the facts and circumstances then subsisting. 5.8 5.9 Each of the Warranties shall be construed as a separate Warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranties or any other term of this Agreement.