Common use of Representations and Warranties of Licensee Clause in Contracts

Representations and Warranties of Licensee. Except as set forth on Schedule 9.3 to this Agreement (which may be updated with respect to Section 9.3.5 prior to each Measurement Date), Licensee represents and warrants as follows, as of the date hereof and as of each Measurement Date: 9.3.1 all authorizations necessary for the issuance of the COH Shares on the date hereof have been obtained; 9.3.2 no consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, or local governmental authority on the part of Licensee is required in connection with the offer, sale, or issuance of the COH Shares or the consummation of any other transaction contemplated hereby, except for the following: (i) the filing of a notice of exemption pursuant to Section 25102(f) of the California Corporate Securities Law of 1968, as amended, which shall be filed by Licensee promptly following the date hereof; and (ii) the compliance with other applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor. Assuming the accuracy of the COH Stockholder representations contained in this Agreement and subject to the filings described above, the offer, sale, and issuance of the COH Shares in conformity with the terms of this Agreement are exempt from the registration requirements of Section 5 of the Act, and from the qualification requirements of Section 25110 of the California Securities Law and neither Licensee, nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions; 9.3.3 The sale of the COH Shares is not subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with; 9.3.4 The COH Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of encumbrances, other than restrictions on transfer under applicable state and federal securities laws or encumbrances created or imposed by COH; 9.3.5 The authorized capital stock of Licensee consists of 86,000,000 shares of Common Stock, 10,600,451 of which are issued and outstanding (taking into account the issuance of the COH Shares) and 62,269,145 shares of preferred stock, par value $0.0001 per share, 33,395,907 of which are issued and outstanding. Licensee has also reserved an aggregate of 8,875,000 shares of Common Stock for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. All issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Other than COH’s right to the COH Shares hereunder and options to purchase Common Stock granted pursuant to the Stock Plan, there are no other outstanding rights, options, warrants, preemptive rights, rights of first refusal, or similar rights for the purchase or acquisition from Licensee of any securities of Licensee nor any commitments to issue or execute any such rights, options, warrants, preemptive rights or rights of first refusal. 9.3.6 Licensee is not in violation or default of any provision of the Charter or its bylaws and will not on any Measurement Date be in such violation or default. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Representations and Warranties of Licensee. Except as set forth on Schedule 9.3 to this Agreement (which may be updated with respect to Section 9.3.5 prior to each Measurement Date), Licensee represents and warrants as follows, as of the date hereof and as of each Measurement Date: 9.3.1 all authorizations necessary for the issuance of the COH Shares on the date hereof Effective Date and the Conversion Shares have been obtained; 9.3.2 no consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, or local governmental authority on the part of Licensee is required in connection with the offer, sale, or issuance of the COH Shares or (and the consummation of any other transaction contemplated herebyConversion Shares), except for the following: (i) the filing of the Charter, which has been filed by Licensee and accepted by the Secretary of State of the State of Delaware prior to the date of this Agreement in the form attached hereto as Exhibit A; (ii) the filing of a notice of exemption pursuant to Section 25102(f) of the California Corporate Securities Law of 1968, as amended, which shall be filed by Licensee promptly following the date hereofEffective Date; and (iiiii) the compliance with other applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor. Assuming the accuracy of the representations and warranties of COH Stockholder representations contained in this Agreement and subject to the filings described aboveSection 4.3 hereof, the offer, sale, and issuance of the COH Shares in conformity with the terms of this Agreement are exempt from the registration requirements of Section 5 of the Act, and from the qualification requirements of Section 25110 of the California Securities Law Law, and neither Licensee, nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions; 9.3.3 The sale of the COH Shares is not, and the subsequent issuance of the Conversion Shares will not be, subject to any preemptive rights or rights of first refusal refusal, in either case imposed by the Licensee, that have not been properly waived or complied with; 9.3.4 The COH Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of encumbrancesrestrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws and restrictions created by or encumbrances on behalf of COH. The Conversion Shares have been (and will be prior to conversion) duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Charter, will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and restrictions created by or imposed by on behalf of COH; 9.3.5 The authorized capital stock of Licensee consists of 86,000,000 250,000,000, and: (i) the total number of shares of Class A Common StockStock authorized to be issued is 187,350,000 shares, 10,600,451 of which 12,000,000 are issued and outstanding as of the Effective Date; (taking into account ii) the total number of shares of Class B Common Stock authorized to be issued is 55,000,000 shares, of which 26,000,000 are issued and outstanding as of the Effective Date; (iii) the total number of shares of Class C Common Stock authorized to be issued is 2,650,000 shares, of which none are issued or outstanding as of the Effective Date (prior to giving effect to the issuance of the COH Shares); and (iv) and 62,269,145 the total number of shares of preferred stockPreferred Stock authorized to be issued is 5,000,000 shares, $0.0001 par value $0.0001 per share, 33,395,907 of which no shares are issued and outstandingor outstanding as of the Effective Date. Licensee has also reserved an aggregate of 8,875,000 10,000,000 shares of Common Stock for issuance to officers, directors, employees and consultants pursuant to Licensee’s equity incentive compensation plans. Options to purchase an aggregate of 2,830,000 shares of Common Stock (the “Options”) are currently outstanding with a weighted average exercise price of $ 0.01 per share. A warrant to purchase 9,500,000 shares of Class B Common Stock Planof Licensee (the “Warrant”) is currently outstanding with an exercise price of $ 0.01 per share. All As of the Effective Date, all issued and outstanding shares will have been duly authorized and validly issued and are be fully paid and nonassessable. Other than COH’s right to the COH Shares hereunder Shares, the Conversion Shares, the Options and options to purchase Common Stock granted pursuant to the Stock PlanWarrant, there are no other outstanding rights, options, warrants, preemptive rights, rights of first refusal, or similar rights for the purchase or acquisition from Licensee of any securities of Licensee nor any commitments to issue or execute any such rights, options, warrants, preemptive rights or rights of first refusal.. The respective rights, preferences, privileges, and restrictions of the Class A Common Stock, the Class B Common Stock and the Class C Common Stock are solely as stated in the Charter. Exhibit C sets forth a true and complete capitalization table of Licensee (taking into account the issuance of the COH Shares on the Effective Date); and 9.3.6 Licensee is not in violation or default of any provision of the Charter or its bylaws and will not on any Measurement Date be in such violation or default. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commissionbylaws.

Representations and Warranties of Licensee. Except as set forth on Schedule 9.3 to this Agreement (which may be updated with respect to Section 9.3.5 prior to each Measurement Date), Licensee represents and warrants as follows, as of the date hereof and as of each Measurement Date: 9.3.1 all authorizations necessary for the issuance of the COH Shares on the date hereof have been obtained; 9.3.2 no consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, or local governmental authority on the part of Licensee is required in connection with the offer, sale, or issuance of the COH Shares or the consummation of any other transaction contemplated hereby, except for the following: (i) the filing of a notice of exemption pursuant to Section 25102(f) of the California Corporate Securities Law of 1968, as amended, which shall be filed by Licensee promptly following the date hereof; and (ii) the compliance with other applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor. Assuming the accuracy of the COH Stockholder representations contained in this Agreement and subject to the filings described above, the offer, sale, and issuance of the COH Shares in conformity with the terms of this Agreement are exempt from the registration requirements of Section 5 of the Act, and from the qualification requirements of Section 25110 of the California Securities Law and neither Licensee, nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions; 9.3.3 The sale of the COH Shares is not subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with; 9.3.4 The COH Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of encumbrances, other than restrictions on transfer under applicable state and federal securities laws or encumbrances created or imposed by COH; 9.3.5 The authorized capital stock of Licensee consists of 86,000,000 shares of Common Stock, 10,600,451 of which are issued and outstanding (taking into account the issuance of the COH Shares) and 62,269,145 shares of preferred stock, par value $0.0001 per share, 33,395,907 of which are issued and outstanding. Licensee has also reserved an aggregate of 8,875,000 shares of Common Stock for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. All issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Other than COH’s right to the COH Shares hereunder and options to purchase Common Stock granted pursuant to the Stock Plan, there are no other outstanding rights, options, warrants, preemptive rights, rights of first refusal, or similar rights for the purchase or acquisition from Licensee of any securities of Licensee nor any commitments to issue or execute any such rights, options, warrants, preemptive rights or rights of first refusal. 9.3.6 Licensee is not in violation or default of any provision of the Charter or its bylaws and will not on any Measurement Date be in such violation or default. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.. Confidential Treatment Requested by Homology Medicines, Inc.

Representations and Warranties of Licensee. Except as set forth on Schedule 9.3 to this Agreement (which may be updated with respect to Section 9.3.5 prior to each Measurement Date), Licensee represents and warrants as follows, that as of the date hereof and as of each Measurement Original Effective Date: 9.3.1 all 9.2.1 All authorizations necessary for the issuance of the COH Shares on issuable to COH pursuant to Section 4.4(a) of the date hereof have been Original Agreement, were obtained; 9.3.2 9.2.2 no consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, or local governmental authority on the part of Licensee is was required in connection with the offer, sale, or issuance of the COH Shares or the consummation of any other transaction contemplated hereby, except for the following: (i) the filing of a notice of exemption pursuant to Section 25102(f) of the California Corporate Securities Law of 1968, as amended, which shall be was filed by Licensee promptly following the date hereofOriginal Effective Date; and (ii) the compliance with other applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor. Assuming the accuracy of the COH Stockholder representations contained in this Agreement and subject to the filings described above, the The offer, sale, and issuance of the COH Shares in conformity with the terms of this the Original Agreement are exempt from the registration requirements of Section 5 of the Act, and from the qualification requirements of Section 25110 of the California Securities Law Law, and neither Licensee, nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions; 9.3.3 9.2.3 The sale of the COH Shares is was not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with; 9.3.4 9.2.4 The COH Shares, when issued, sold and delivered in accordance with the terms of this the Original Agreement for the consideration expressed hereintherein, will be were duly and validly issued, fully paid and nonassessable and free of encumbrancesrestrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws or encumbrances created or imposed by COHlaws; 9.3.5 The 9.2.5 As of the Original Effective Date, the authorized capital stock of Licensee consists consisted of 86,000,000 10,000,000 shares of Common Stock, 10,600,451 of which are [**]. As such the [**] shares issued and outstanding (taking into account the issuance of the to COH Shares) and 62,269,145 shares of preferred stock, par value $0.0001 per share, 33,395,907 of which are issued and outstanding. Licensee has also reserved an aggregate of 8,875,000 shares of Common Stock for issuance to officers, directors, employees and consultants pursuant to the Stock PlanOriginal Agreement and the [**] shares issued to COH (or its designees) pursuant to a second license agreement between the parties executed on or about even date to the Original Agreement together [**] on the date such shares were issued. As of the Original Effective Date, Licensee had not reserved any equity securities for issuance pursuant to Licensee’s equity incentive compensation plans. All issued and outstanding shares have been of Licensee were duly authorized and validly issued and are were fully paid and nonassessable. Other than COH’s right to the outstanding Common Stock, including the COH Shares hereunder and options to purchase Common Stock granted pursuant to the Stock PlanShares, there are were no other outstanding rights, options, warrants, preemptive rights, rights of first refusal, or similar rights for the purchase or acquisition from Licensee of any securities of Licensee nor any commitments to issue or execute any such rights, options, warrants, preemptive rights or rights of first refusal.. The respective rights, preferences, privileges, and restrictions of the Common Stock were solely as stated in Licensee’s certificate of incorporation, a true and correct copy of which was delivered to COH prior to the Original Effective Date; 9.3.6 9.2.6 Licensee is was not in violation or default of any provision of its certificate of incorporation or bylaws on the Charter Original Effective Date or its bylaws and will on the date of issuance of the COH Shares, and; 9.2.7 Prior to the Original Effective Date, Licensee had not on entered into any Measurement Date be in such violation or default. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted agreements pursuant to a request for confidential treatment and have which the Patent Rights had been filed separately with the Securities and Exchange Commissionsublicensed.

Representations and Warranties of Licensee. Except as set forth on Schedule 9.3 to this Agreement (which may be updated with respect to Section 9.3.5 prior to each Measurement Date), Licensee hereby represents and warrants as follows, as of the date hereof Restatement Date and as of each Measurement DateService Payment Date and each date on which Licensee receives the Reimbursement Shares that: 9.3.1 all authorizations necessary for (a) it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the issuance Securities Act and Licensee shall promptly notify Licensor of the COH Shares on the date hereof have been obtainedany changes to its status as an “accredited investor”; 9.3.2 no consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, or local governmental authority on the part of Licensee is required in connection with the offer, sale, or issuance of the COH Shares or the consummation of any other transaction contemplated hereby, except for the following: (ib) the filing of a notice of exemption pursuant to Section 25102(f) of the California Corporate Securities Law of 1968, as amended, which shall be filed by Licensee promptly following the date hereof; and (ii) the compliance with other applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor. Assuming the accuracy of the COH Stockholder representations contained in this Agreement and subject to the filings described above, the offer, sale, and issuance of the COH Shares in conformity with the terms of this Agreement are exempt from the registration requirements of Section 5 of the Act, and from the qualification requirements of Section 25110 of the California Securities Law and neither Licensee, nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions; 9.3.3 The sale person or entity with whom Licensee shares beneficial ownership of the COH Shares Shares, is not subject to any preemptive rights or rights of first refusal that have not been properly waived or complied withthe “Bad Actor” disqualifications described in Rule 506(d)(1)(i)-(viii) of the Securities Act; 9.3.4 The COH (c) Licensee is acquiring the Shares for investment for Licensee’s own account, and not with a view to, or for resale in connection with, any distribution thereof, and Licensee has no present intention of selling or distributing any of the Shares; (d) Licensee has had an opportunity to discuss Licensor’s business, management and financial affairs with Licensor’s management and to obtain any additional information which Licensee has deemed necessary or appropriate for deciding whether or not to acquire the Shares, when issuedincluding an opportunity to receive, sold review and delivered understand the information set forth in accordance with Licensor’s financial statements, capitalization and other business information as Licensee deems prudent; (e) Licensee has such knowledge and experience in financial and business matters, including investments in other emerging growth companies that such individual or entity is capable of evaluating the terms merits and risks of this Agreement for the consideration expressed hereininvestment in the Shares and it is able to bear the economic risk of such investment; (f) Licensee acknowledges and agrees that the Shares must be held indefinitely unless it is subsequently registered under the Securities Act or an exemption from such registration is available, will and Licensee has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about Licensor and the resale occurring following the required holding period under Rule 144; (g) Licensee acknowledges that: (i) Licensor is a U.S.-based issuer, (ii) that any Shares issued to Licensee hereunder shall be duly and validly issued, fully paid and nonassessable and free of encumbrances, other than restrictions issued in the United States; (iii) that Licensor is not an authority on transfer under applicable state and federal the securities laws or encumbrances created or imposed by COH; 9.3.5 The authorized capital stock of other countries, (iv) that Licensor is not, in any way, advising Licensee consists with respect to the Shares nor the securities laws of 86,000,000 shares the People’s Republic of Common StockChina, 10,600,451 and (v) it is solely Licensee’s responsibility to seek and obtain appropriate and necessary advice from a professional expert in the securities laws, tax laws and all other laws of which are issued and outstanding (taking into account the People’s Republic of China applicable to the issuance of the COH Shares to Licensee and applicable to Licensee’s ability to receive, and realize value from, the Shares; (h) neither Licensee, any of its affiliates or beneficial owners, nor any person for whom Licensee is acting as agent or nominee, (i) appears on the list of Specially Designated Nationals and 62,269,145 shares Blocked Persons (“SDN List”) maintained by the Office of preferred stockForeign Assets Control of the U.S. Treasury Department (“OFAC”), par value $0.0001 per sharethe list of Foreign Sanctions Evaders maintained by OFAC, 33,395,907 or any other lists of restricted parties maintained by the U.S. Government, nor are they otherwise a party with which are issued and outstandingany entity is prohibited to deal under the laws of the United States, (ii) is directly or indirectly owned, individually or in aggregate, 50% or more by one or more persons on the SDN List, (iii) is a senior foreign political figure or any immediate family member or close associate of a senior foreign political figure or (iv) is identified as a terrorist organization on any other relevant lists maintained by governmental authorities. Licensee further represents and warrants that the monies used to pay the Monthly License Fee are not derived from, invested for the benefit of, or related in any way to, and that no monies or dividends received as a result of the investment in the Shares shall be provided to or for the benefit of, the governments of, or persons within, any country (A) under a U.S. embargo enforced by OFAC, (B) that has also reserved an aggregate been designated as a “non-cooperative country or territory” by the Financial Action Task Force or (C) that has been designated by the U.S. Secretary of 8,875,000 shares the Treasury as a “primary money laundering concern.” Licensee further represents and warrants that this Agreement and any related transactions are not designed or intended to evade or circumvent any applicable regulations related to or oversight by the Committee on Foreign Investment in the United States (“CFIUS”). Licensee further represents and warrants that it: (1) has conducted thorough due diligence with respect to all of its beneficial owners, (2) has established the identities of all beneficial owners and the source of each of the beneficial owner’s funds and (3) shall retain evidence of any such identities, any such source of funds and any such due diligence. Licensee further represents and warrants that Licensee does not know or have any reason to suspect that (x) the monies used to pay the Monthly License Fee have been or will be derived from or related to any illegal activities, including money laundering activities, or any such monies were, or will be, directly or indirectly derived from activities that may contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations, and (y) the proceeds from Licensee’s investment in the Shares will be used to finance any illegal activities; (i) Licensee is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of the Shares and other activities with respect to the Common Stock by the Licensee; and (j) Licensee, together with its Affiliates and any other person or entity whose holdings would be aggregated with Licensee for issuance purposes of Section 13(d) of the Exchange Act, will not, after giving effect to officersany Shares issued or issuable on such date, directors, employees and consultants pursuant to beneficially own more than 19.99% of the Stock Plan. All issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Other than COH’s right to the COH Shares hereunder and options to purchase Common Stock granted pursuant as of such date. If at any time during the Term, the representations and warranties set forth in this Section 9.3 cease to the Stock Planbe true, there are no other outstanding rights, options, warrants, preemptive rights, rights of first refusal, or similar rights for the purchase or acquisition from Licensee of any securities of Licensee nor any commitments to issue or execute any such rights, options, warrants, preemptive rights or rights of first refusalshall promptly so notify Licensor in writing. 9.3.6 Licensee is not in violation or default of any provision of the Charter or its bylaws and will not on any Measurement Date be in such violation or default. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.