Common use of Representations and Covenants by the Company Clause in Contracts

Representations and Covenants by the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) Xxx is a corporation, validly existing and in good standing, under the laws of the State. Xxx has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (b) JPCR is a limited liability company, validly existing and in good standing, under the laws of the State. JPCR has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (c) The Company’s tax year for federal income tax purposes begins January 1 and ends the following December 31. (d) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause to be obtained in due course, all governmental and third party consents, licenses and permits deemed by Company to be necessary or desirable for the acquisition, construction and operation of the Project as contemplated hereby, and will maintain all such consents, permits and licenses in full force and effect. (e) No event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (f) The Company intends to operate the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (g) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate the Project in the County and in the State. (h) To the best of the Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby. (i) The Company will use commercially reasonable efforts to invest not less than an aggregate of $13,000,000 in the Project or, to the extent not included under this Agreement, at the Facilities, during the Project Period.

Representations and Covenants by the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) Xxx The Operating Company is a corporation, validly existing and in good standing, under the laws of the State[State][State of ]. Xxx The Operating Company has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (b) JPCR The Landlord is a limited liability company, validly existing and in good standing, under the laws of the State[State][State of ]. JPCR The Landlord has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (c) The Company’s tax year for federal income tax purposes begins January October 1 and ends the following December 31September 30. (d) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause to be obtained in due course, all governmental and third party consents, licenses and permits deemed by Company to be necessary or desirable for the acquisition, construction and operation of the Project as contemplated hereby, and will maintain all such consents, permits and licenses in full force and effect. (e) No event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (f) The Company intends to operate the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (g) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate the Project in the County and in the State. (h) To the best of the Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby. (i) The Company Company, together with any Sponsor Affiliates, will use commercially reasonable efforts to invest not less than an aggregate of $13,000,000 8,000,000 in the Project or, to the extent not included under this Agreement, at the Facilities, during the Project Period.

Representations and Covenants by the Company. ‌ The Company makes the following representations and covenants covenants, as applicable, as the basis for the undertakings on its part herein contained: (a) Xxx The Company is a corporation, limited liability company duly organized and validly existing and in good standing, under the laws of of, and is in good standing in, the State. Xxx ; has the full power and authority to enter into this Agreementand perform, and by proper action has been duly authorized to execute and deliver deliver, this Agreement, the Tax Agreement, the Mortgage and the Collateral Assignment and to perform its obligations hereunder and thereunder. (b) JPCR is a limited liability companyThis Agreement, validly existing the Tax Agreement, the Mortgage and in good standingthe Collateral Assignment have by proper action been duly authorized, under executed and delivered by the laws of the State. JPCR has the power Company, and all steps necessary have been taken to enter into constitute this Agreement, the Tax Agreement, the Mortgage and the Collateral Assignment, when duly executed and delivered by proper action has been duly authorized the respective parties thereto, valid and binding obligations of the Company enforceable in accordance with their terms (except that the binding effect and enforceability thereof may be subject to execute limitations upon the right to obtain judicial orders requiring specific performance and deliver this Agreementmay be limited by the application of general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium and similar laws in effect from time to time affecting the rights of creditors). (c) The Company’s tax year for federal income tax purposes begins January 1 and ends Neither the following December 31. (d) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement Agreement, the Tax Agreement, the Mortgage and the performance by Collateral Assignment, the Company consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Tax Agreement, the Mortgage and the Collateral Assignment, is in violation of any provision of its obligations hereunder will not conflict with organizational documents or constitute a breach ofany law or regulation applicable to the Company, or a default under, (i) of any existing law, writ or decree of any court or administrative regulation, decree, governmental instrumentality or order, or (ii) of any material agreement, mortgage, lease indenture, contract, agreement or other instrument, undertaking to which the Company is subject a party or by which it or its properties are bound which would have a material adverse affect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause purports to be obtained binding upon the Company or upon any of its assets, conflicts with or results in due course, all governmental and third party consents, licenses and permits deemed by Company to be necessary or desirable for the acquisition, construction and operation a breach of any of the Project as contemplated herebyterms, and will maintain all such consents, permits and licenses in full force and effect. (e) No event has occurred and no condition currently exists with respect to the Company which would constitute a Default conditions or an “Event of Default” as defined herein. (f) The Company intends to operate the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (g) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate the Project in the County and in the State. (h) To the best of the Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility provisions of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever (other than pursuant to the terms of the Mortgage and the Collateral Assignment) upon any of the property or assets of the Company under the terms of any instrument or agreement to which the Company is now a party or by which it is bound. (d) To provide for the financing of the Project, the payment of interest on the Bonds during the construction of the Project, the funding of the Debt Service Reserve Fund and costs incidental thereto, the Company has requested the Issuer to issue its Bonds in the amount and having the terms and conditions specified in the Indenture. (e) The Project, which is used wholly for the removal, reduction and disposal of solid waste, is an Exempt Facility and is consistent with the purposes of the Act. (f) There is no action, suit, proceeding, inquiry or contemplated for use investigation (whether or not purportedly on the Company’s behalf) at law or in equity, before or by any judicial or administrative court, agency, department, board or instrumentality or before any arbitrator, pending or, to the consummation of Company’s knowledge, threatened against or affecting the Company wherein an unfavorable decision, ruling or finding would, materially adversely affect the transactions contemplated hereby by this Agreement or therebythe validity or enforceability of this Agreement, the Tax Agreement, the Mortgage and the Collateral Assignment. (g) The Project will be maintained so long as any Bonds are outstanding under the Indenture, to comply, in all material respects, with all applicable building, zoning, planning, environmental, health, safety and industrial standards or restrictions enacted or promulgated by the State, any political subdivision thereof or the United States of America or any agency thereof. (h) The Company has obtained, or prior to the Completion Date, will obtain, all necessary governmental approvals to operate the Project and to otherwise perform its obligations hereunder. (i) The Company presently intends to use or operate the Project in a manner consistent with the Act until the date on which the Bonds have been fully paid and knows of no reason why the Project will not be so operated. If, in the future, there is a cessation of such operation it will comply with the provisions of the Project Certificate (including paragraph 5 under “Other Representations and Covenants”) and will use commercially reasonable efforts to invest not less than resume such operation or accomplish an aggregate of $13,000,000 alternate use by the Company or others which will be consistent with the Act. (j) The statements, information and descriptions contained in the Project orCertificate, as of the date hereof and at the time of the delivery of the Bonds to the extent initial purchasers thereof, are and will be true, correct and complete, do not included and will not contain any untrue statement or misleading statement of a material fact, and do not and will not omit to state a material fact required to be stated therein or necessary to make the statements, information and descriptions contained therein, in the light of the circumstances under this Agreementwhich they were made, not misleading, and the estimates and the assumptions contained in the Project Certificate, as of the date hereof and at the Facilitiestime thereof, during are and will be reasonable and based on the Project Periodbest information available to the Company. (k) The Company does not own any asset or property other than (i) its interest in the Project, and (ii) incidental personal property necessary for the ownership or operation of the Project. (l) The Company has not incurred any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Bonds and (ii) any unsecured trade debt customarily payable within thirty (30) days. (m) The Company has not made any loans or advances to any third party (including the Guarantor) or any affiliate of the Company or the Guarantor. (n) The Company has maintained its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of the Guarantor, any affiliate of the Company or the Guarantor, or any other person. (o) The Company has not held itself out to be responsible for the debts or obligations of any other person.

Representations and Covenants by the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) Xxx The Operating Company is a corporation, validly existing and in good standing, under the laws of the State. Xxx The Operating Company has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (b) JPCR The Landlord is a limited liability company, validly existing and in good standing, under the laws of the Stategeneral partnership. JPCR The Landlord has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (c) The Operating Company’s tax year for federal income tax purposes begins October 1 and ends the following September 30. The Landlord’s tax year for federal income tax purposes begins January 1 and ends end the following December 31. (d) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause to be obtained in due course, all governmental and third party consents, licenses and permits deemed by Company to be necessary or desirable for the acquisition, construction and operation of the Project as contemplated hereby, and will maintain all such consents, permits and licenses in full force and effect. (e) No event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (f) The Company intends to operate the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (g) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate the Project in the County and in the State. (h) To the best of the Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby. (i) The Company Company, together with any Sponsor Affiliates, will use commercially reasonable efforts to invest not less than an aggregate of $13,000,000 8,000,000 in the Project or, to the extent not included under this Agreement, at the Facilities, during the Project Period.

Representations and Covenants by the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) Xxx The Operating Company is a corporationlimited liability company, validly existing and in good standing, under the laws of the StateState of South Carolina. Xxx The Operating Company has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (b) JPCR The Landlord is a limited liability company, validly existing and in good standing, under the laws of the StateState of South Carolina. JPCR The Landlord has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (c) The Company’s tax year for federal income tax purposes begins January 1 and ends the following December 31. (d) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect effect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause to be obtained in due course, all governmental and third party consents, licenses and permits deemed by Company to be necessary or desirable for the acquisition, construction and operation of the Project as contemplated hereby, and will maintain all such consents, permits and licenses in full force and effect. (e) No event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (f) The Company intends to operate the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (g) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate the Project in the County and in the State. (h) To the best of the Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby. (i) The Company Company, together with any Sponsor Affiliates, will use commercially reasonable efforts to invest invest, in the aggregate, not less than an $10,000,000 in the aggregate of $13,000,000 in the Project or, to the extent not included under this Agreement, at the Facilities, during the Project Period. The Company expects, but is not required, to create approximately 69 new, full-time jobs with respect thereto.

Representations and Covenants by the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) Xxx The Operating Company is a corporation, validly existing and in good standing, under the laws of the StateState of . Xxx The Operating Company has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (b) JPCR The Landlord is a limited liability company, validly existing and in good standing, under the laws of the StateState of . JPCR The Landlord has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (c) The Company’s tax year for federal income tax purposes begins January 1 and ends the following December 31. (d) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect effect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause to be obtained in due course, all governmental and third party consents, licenses and permits deemed by Company to be necessary or desirable for the acquisition, construction and operation of the Project as contemplated hereby, and will maintain all such consents, permits and licenses in full force and effect. (e) No event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (f) The Company intends to operate the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (g) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate the Project in the County and in the State. (h) To the best of the Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby. (i) The Company Company, together with any Sponsor Affiliates, will use commercially reasonable efforts to invest invest, in the aggregate, not less than an $10,000,000 in the aggregate of $13,000,000 in the Project or, to the extent not included under this Agreement, at the Facilities, during the Project Period. The Company expects, but is not required, to create approximately 69 new, full-time jobs with respect thereto.

Representations and Covenants by the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) Xxx The Operating Company is a corporation, South Carolina corporation validly existing and in good standing, standing under the laws of the StateState of South Carolina. Xxx The Operating Company has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (b) JPCR The Operating Company’s tax year for federal income tax purposes begins January 1 and ends the following December 31. (c) The Land Owner is a limited liability company, South Carolina corporation validly existing and in good standing, standing under the laws of the StateState of South Carolina. JPCR The Land Owner has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (cd) The CompanyLand Owner’s tax year for federal income tax purposes begins January 1 and ends the following December 31. (de) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause to be obtained in due course, all governmental and third party consents, licenses and permits deemed by Company to be necessary or desirable for the acquisition, construction and operation of the Project as contemplated hereby, and will maintain all such consents, permits and licenses in full force and effect. (ef) No event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (fg) The Company intends to operate the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The At least $7,500,000 of the Project constitutes a “project” and “economic development property” as provided under the Act. (gh) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate the Project in the County and in the State. (hi) To the best of the Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby. (ij) The Company Company, together with any Sponsor Affiliates, will use commercially reasonable efforts to invest invest, in the aggregate, not less than an aggregate of $13,000,000 in the Project orMinimum Investment, to the extent not included under this Agreement, at the Facilities, all during the Project Period.

Representations and Covenants by the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) Xxx The Company is a corporation, validly existing and in good standing, under the laws of the StateState of . Xxx The Company has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (b) JPCR is a limited liability company, validly existing and in good standing, under the laws of the State. JPCR has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (c) The Company’s tax year for federal income tax purposes begins January 1 and ends the following December 31. (d) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause to be obtained in due course, all governmental and third party consents, licenses and permits deemed by the Company to be necessary or desirable for the acquisition, construction and operation of the Project as contemplated hereby, and will maintain all such consents, permits and licenses in full force and effect. (ec) No event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (fd) The Company intends to operate the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes will constitute a “project” and “economic development property” as provided under the Act. (ge) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate the Project in the County and in the State. (hf) To the best of the Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility of any material and adverse effect upon the transactions contemplated by this Agreement or the Company’s performance of its obligations hereunder or which would materially adversely affect the validity or enforceability of this Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby. (i) The Company will use commercially reasonable efforts to invest not less than an aggregate of $13,000,000 in the Project or, to the extent not included under this Agreement, at the Facilities, during the Project Period.

Representations and Covenants by the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) Xxx The Operating Company is a corporation, validly existing and in good standing, under the laws of the StateState of . Xxx The Operating Company has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (b) JPCR The Landlord is a limited liability company, validly existing and in good standing, under the laws of the StateState of . JPCR The Landlord has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (c) The Company’s tax year for federal income tax purposes begins January 1 and ends the following December 31. (d) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect effect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause to be obtained in due course, all governmental and third party consents, licenses and permits deemed by Company to be necessary or desirable for the acquisition, construction and operation of the Project as contemplated hereby, and will maintain all such consents, permits and licenses in full force and effect. (e) No event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (f) The Company intends to operate the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (g) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate the Project in the County and in the State. (h) To the best of the Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby. (i) The Company Company, together with any Sponsor Affiliates, will use commercially reasonable efforts to invest invest, in the aggregate, not less than an $8,700,000 in the aggregate of $13,000,000 in the Project or, to the extent not included under this Agreement, at the Facilities, during the Project Period. The Company expects, but is not required, to create approximately 125 new, full-time jobs with respect thereto.

Representations and Covenants by the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) Xxx The Company is a corporation, validly existing and in good standing, standing under the laws of the StateState of South Carolina. Xxx The Company has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (b) JPCR is a limited liability company, validly existing and in good standing, under the laws of the State. JPCR has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (c) [The Company’s tax year for federal income tax purposes begins January 1 and ends the following December 31.] (dc) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause to be obtained in due course, all governmental and third party consents, licenses and permits deemed by Company to be necessary or desirable for the acquisition, construction and operation of the Project as contemplated hereby, and will maintain all such consents, permits and licenses in full force and effect. (ed) No event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (fe) The Company intends to operate the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The At least $7,500,000 of the Project constitutes a “project” and “economic development property” as provided under the Act. (gf) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate the Project in the County and in the State. (hg) To the best of the Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby. (ih) The Company Company, together with any Sponsor Affiliates, will use commercially reasonable efforts to invest invest, in the aggregate, not less than an aggregate of $13,000,000 in the Project orMinimum Investment, to the extent not included under this Agreement, at the Facilities, all during the Project Period.

Representations and Covenants by the Company. ‌ 2.1 The Company makes represents and warrants to the following representations and covenants Subscriber that as of the basis for date of the undertakings on its part herein contained:closing of this Offering (the “Closing Date”): (a) Xxx The Company is a corporationcorporation duly incorporated, validly existing and in good standing, standing under the laws of the State. Xxx State of Delaware and has the corporate power to enter into this Agreement, conduct the business which it conducts and by proper action has been duly authorized proposes to execute and deliver this Agreementconduct. (b) JPCR is a limited liability companyThe execution, validly existing delivery and in good standing, under performance of this Subscription Agreement by the laws Company have been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the State. JPCR has the power to enter into this Agreement, and by proper action Units has been duly authorized to execute taken and deliver this Agreementapproved. (c) The Company’s tax year for federal income tax purposes begins January 1 Units and ends the following December 31underlying Common Stock have been duly and validly authorized and issued. (d) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause to be obtained is in due coursethe process of obtaining, all governmental and third party consents, licenses and permits deemed by Company to be necessary or desirable for the acquisition, construction and operation of the Project as contemplated hereby, and will maintain all such consentslicenses, permits and licenses other governmental authorizations necessary for the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations which have been obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) No event has occurred and The Company knows of no condition currently exists with respect pending or threatened legal or governmental proceedings to which the Company is a party which would constitute a Default materially adversely affect the business, financial condition or an “Event operations of Default” as defined hereinthe Company. (f) The Company intends to operate is not in violation of or default under, nor will the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (g) The execution and delivery of this Subscription Agreement by or the County has been instrumental issuance of the Common Stock, or the consummation of the transactions herein contemplated, result in inducing the Company to locate the Project in the County and in the State. (h) To the best of a violation of, or constitute a default under, the Company’s knowledgeCertificate of Incorporation or By-laws, no actionsany material obligations, suitsagreements, proceedings, inquiries covenants or investigations are pending or threatened against or affecting the Company conditions contained in any court bond, debenture, note or before any governmental authority other evidence of indebtedness or arbitration board or tribunal, any of which involve the possibility of in any material and adverse effect upon the transactions contemplated by this Agreement contract, indenture, mortgage, loan agreement, lease, joint venture or which would materially adversely affect the validity or enforceability of this Agreement or any other agreement or instrument to which the Company is a party and or by which is used it or contemplated for use in the consummation any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign. 2.2 For a period of the transactions contemplated hereby or thereby. earlier of (i) twelve (12) months following the Closing Date or (ii) the date that is 90 days following the date that the “resale” registration statement covering the shares of Common Stock and the shares of Common Stock underlying the Warrants included within the Units sold in the Offering is declared effective by the SEC (the “Adjustment Period”), in the event that the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any person to acquire shares of Common Stock at an effective price per share that is lower than $0.50 per share (such lower price, the “Base Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than $0.50 per share, such issuance shall be deemed to have occurred for less than the $0.50 per share on such date of the Dilutive Issuance), then the Company shall issue additional shares of Common Stock to the Subscriber in an amount sufficient that the subscription price paid hereunder, when divided by the total number of shares issued in the Dilutive Issuance will result in an actual price paid by the Subscriber per share of Common Stock equal to the Base Price. Such adjustment shall be made whenever any Dilutive Issuance is made within the Adjustment Period. Notwithstanding the foregoing, no adjustment will be made under this Section 2.2 in respect of an Exempt Issuance. The Company will use commercially reasonable efforts shall notify the Subscriber in writing, no later than 1 business day following a Dilutive Issuance, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to invest this Section 2.2, upon the occurrence of any Dilutive Issuance, the Subscriber is entitled to receive a number of shares based upon the Base Price on or after the date of such Dilutive Issuance. Notwithstanding anything herein or in any related document to the contrary, the foregoing does not less than an aggregate of $13,000,000 convey to the Subscriber any right to participation in any future financings or offerings now or in the Project or, future contemplated or undertaken by the Company. The Company reserves the right to establish procedures in order to effectuate the issuance of additional shares in the event of any dilutive issuance requiring an adjustment to the extent not included under this AgreementBase Price, at in its sole discretion, including delivery of such shares to the Facilities, during Subscriber in full and complete satisfaction of the Project PeriodCompany’s obligation upon a Dilutive Issuance.

Representations and Covenants by the Company. ‌ The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) Xxx The Operating Company is a corporation, validly existing and in good standing, under the laws of the StateState of . Xxx The Operating Company has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (b) JPCR The Landlord is a limited liability company, validly existing and in good standing, under the laws of the StateState of . JPCR The Landlord has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement. (c) The Company’s tax year for federal income tax purposes begins January 1 and ends the following December 31. (d) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause to be obtained in due course, all governmental and third party consents, licenses and permits deemed by Company to be necessary or desirable for the acquisition, construction and operation of the Project as contemplated hereby, and will maintain all such consents, permits and licenses in full force and effect. (e) No event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein. (f) The Company intends to operate the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (g) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate the Project in the County and in the State. (h) To the best of the Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, any of which involve the possibility of any material and adverse effect upon the transactions contemplated by this Agreement or which would materially adversely affect the validity or enforceability of this Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or thereby. (i) The Company Company, together with any Sponsor Affiliates, will use commercially reasonable efforts to invest invest, in the aggregate, not less than an $15,500,000 in the aggregate of $13,000,000 in the Project orand create at least 29 new, to the extent not included under this Agreementfull-time jobs with respect thereto, at the Facilities, all during the Project Period.