Common use of Representations and Warranties of Licensor Clause in Contracts

Representations and Warranties of Licensor. Licensor represents and warrants to Licensee as follows: a. Licensor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own, lease and operate its property and to carry on its business as now being conducted. b. Licensor has full power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of Licensor. This Agreement has been duly executed and delivered by Licensor and, assuming this Agreement is duly executed and delivered by Licensee, constitutes a valid and legally binding obligation of Licensor enforceable against Licensor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies. c. The execution and delivery by Licensor of this Agreement do not, and compliance by Licensor with the provisions of this Agreement will not, conflict with or result in a breach or default under any of the terms, conditions, or provisions of any contract to which Licensor is a party or otherwise bound. d. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, CONSULTANTS AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF THE CLAIMS OF ANY PATENTS ON THE TECHNOLOGY ISSUED OR PENDING, OR FREEDOM OF A PRODUCT THAT EMBODIES TECHNOLOGY FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL LICENSOR, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. LICENSOR REPRESENTS AND WARRANTS IN RESPECT TO THE PATENT RIGHTS HAT IT HAS LEGAL RIGHT TO EXTEND THE RIGHTS TO LICENSEE, AND THAT IT HAS NOT MADE AND WILL NOT MAKE ANY COMMITMENTS TO OTHERS INCONSISTENT WITH OR IN DEROGATION OF SUCH RIGHTS.

Representations and Warranties of Licensor. Licensor represents and warrants to Licensee as follows: a. (a) Licensor is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its organization and has all requisite power and authority to own, lease and operate its property and to carry on its business as now being conducted. b. Florida. Licensor has the full power legal right and authority to enter into, execute and deliver into this Agreement and perform its obligations hereunder. This Agreement to undertake the actions to be performed under this Agreement. (b) Licensor has been duly authorized the authority to grant to the Licensee the License created by all necessary corporate action of Licensor. This Agreement has been duly executed and delivered by Licensor and, assuming this Agreement is duly executed and delivered by Licensee, constitutes a that grant of the License to Licensee will not violate the rights of any third party. (c) Licensor has good and valid and legally binding obligation of Licensor enforceable against Licensor in accordance with its terms, subject title to the effect Licensed Property. The License Property does not infringe upon the rights of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, any third parties and other similar laws relating to or affecting creditors’ rights generally, or no third party has infringed upon the availability of equitable remediesLicensed Property. c. The execution (d) Licensor is acquiring common stock and delivery by Licensor warrants described in paragraph 7 (a)(i) of this Agreement do not(the "Securities") hereunder for investment for its own account, and compliance by not with a view to the resale or distribution of any part thereof, and that Licensor has no present intention of selling or otherwise distributing the Securities. (e) Licensor has such knowledge and experience in financial and business matters that make it capable of evaluating the merits and risks of investment in the Company, including the Licensee's reports filed with the U.S. Securities and Exchange Commission (f) Licensor understands that the Securities have not been registered under the Securities Act and applicable state securities laws, and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act and applicable state securities laws which depends upon, among other things, the bona fide nature of the investment intent and accuracy of Licensor's representations as expressed herein. (g) Licensor understands that the Securities are characterized as "restricted securities" under the Securities Act inasmuch as this Agreement will notcontemplates that, conflict with or result if acquired by Licensor pursuant hereto, the Securities would be acquired in a breach or default transaction not involving a public offering. Licensor further acknowledges that if the Securities are issued in accordance with the provisions of this Agreement, such Securities may not be resold without registration under any the Securities Act of the termsexistence of a legitimate exemption therefrom. In this connection, conditionsLicensor represents that it is familiar with Rule 144 promulgated under the Securities Act, or provisions of any contract to which Licensor is a party or otherwise boundas presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. d. EXCEPT (h) It is understood that the Securities may bear one or all of the following or any similar legends: (1) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS OTHERWISE EXPRESSLY SET FORTH AMENDED, THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THIS AGREEMENT, LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, CONSULTANTS AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF THE CLAIMS OF ANY PATENTS ON THE TECHNOLOGY ISSUED OR PENDING, OR FREEDOM OF A PRODUCT THAT EMBODIES TECHNOLOGY FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. A REGISTRATION STATEMENT IN NO EVENT SHALL LICENSOR, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. LICENSOR REPRESENTS AND WARRANTS IN EFFECT WITH RESPECT TO THE PATENT RIGHTS HAT IT HAS LEGAL RIGHT SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EXTEND THE RIGHTS COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO LICENSEE, AND THAT IT HAS NOT MADE AND WILL NOT MAKE ANY COMMITMENTS TO OTHERS INCONSISTENT WITH OR IN DEROGATION RULE 144 OF SUCH RIGHTSACT." (2) Any legend required by the "blue sky" laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended. (i) Licensor represents that it is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Representations and Warranties of Licensor. Licensor LICENSOR hereby represents and warrants to Licensee as followswarrants: a. Licensor (a) LICENSOR is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization incorporation and has all requisite power and authority to own, lease and operate its property and to carry on its business as now being conducted. b. Licensor has have full corporate power and authority to enter into, into this Agreement and to carry out the provisions hereof. (b) LICENSOR is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder. (c) LICENSOR is purchasing the Common Shares solely for LICENSOR’s own account for investment and not with a view to or for sale or distribution and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Common Shares in any transaction other than a transaction complying with the registration requirements of the Act, or pursuant to an exemption therefrom. LICENSOR also represents that the entire legal and beneficial interest of the Common Shares is being purchased by LICENSOR for LICENSOR’s account and is purchased neither in whole nor in part for any other person or entity. (d) LICENSOR has completed an Accredited Investor Questionnaire as requested by LICENSEE to document LICENSOR’s status as an “Accredited Investor” as defined in Regulation D promulgated under the Act. Such Accredited Investor Questionnaire is complete and accurate. LICENSOR is aware that LICENSEE is relying upon the accuracy of that Accredited Investor Questionnaire in issuing Common Shares to LICENSOR. (e) LICENSOR has had the opportunity to investigate fully the investment in LICENSEE through issuance of the Common Shares by LICENSEE pursuant to this Agreement, including, without limitation (i) the opportunity to discuss the LICENSEE’s business and financial condition, properties, operations and prospects with the LICENSEE’s management and ask questions of executive officers of LICENSEE, which questions, if any, were answered to LICENSOR’s satisfaction, and (ii) access to all material books and records of LICENSEE and all material contracts and documents relating to the offering of Common Shares pursuant to this Agreement. (f) LICENSOR has carefully reviewed this Agreement, is experienced in evaluating and investing in companies involving business operation comparable to that of LICENSEE, is able to fend for itself, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Common Shares. LICENSOR understands the risks associated with investments in companies in gaming industry in general and in LICENSEE in particular. LICENSOR is able to sustain the loss of LICENSOR’s entire investment in the Common Shares. LICENSOR has not been organized for the purpose of acquiring the Common Shares. (g) The execution, delivery and performance of this Agreement by LICENSOR (i) does not require the consent, approval or authorization of any governmental or regulatory authority having jurisdiction over LICENSOR and (ii) will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to LICENSOR. (h) LICENSOR understands that the Common Shares have not been registered under the Act, in reliance upon an exemption from registration. Such exemption depends upon, among other things, the good faith nature of LICENSOR’s investment intent stated in this Agreement and LICENSOR’s qualified status as an Accredited Investor as described hereinabove. LICENSOR understands that the Common Shares must be held indefinitely, unless the Common Shares subsequently are registered under the Act, or unless an exemption from registration is otherwise available. LICENSOR understands that LICENSEE is not obligated to register the Common Shares. LICENSOR understands that the Common Shares may not be offered, sold, transferred, pledged, or otherwise disposed of in the absence of an effective registration statement under the Act, and applicable state securities laws or an opinion of counsel reasonably acceptable to LICENSEE that such registration is not required. LICENSOR understands that the certificates representing the Common Shares will be imprinted with substantially the following legend: (i) This Agreement has been duly authorized by all necessary corporate action of Licensor. This Agreement has been duly executed is a legal and delivered by Licensor and, assuming this Agreement is duly executed valid obligation binding upon it and delivered by Licensee, constitutes a valid and legally binding obligation of Licensor enforceable against Licensor in accordance with its terms. The execution, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, delivery and other similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies. c. The execution and delivery by Licensor performance of this Agreement do not, and compliance by Licensor with the provisions of this Agreement will not, such party does not conflict with any agreement, instrument or result in a breach understanding, oral or default under any of the termswritten, conditions, or provisions of any contract to which Licensor it is a party or otherwise by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. d. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT(j) LICENSOR owns all right, title and interest in and to the Technology, the Documentation, and Intellectual Property Rights free and clear of all encumbrances (including royalty or other payments), and in the case of any third party component or technology LICENSOR has the right to grant a sublicense to use such third party component or technology. LICENSOR is the official and sole owner of record of Technology and Intellectual Property Rights. To the knowledge of LICENSOR, ITS DIRECTORSno Technology or Intellectual Property Rights have has been infringed by any person. Each LICENSOR employee or consultant who have created any portion of the Technology or Intellectual Property Rights is subject to a written agreement assigning ownership thereof to LICENSOR; none of the foregoing are subject to any lien, OFFICERSencumbrance or other adverse claims or any nature, EMPLOYEESand LICENSOR has full and exclusive right to grant all licenses and rights granted herein. (k) The Technology, ATTORNEYSDocumentation, AGENTSand Intellectual Property Rights have not been published or disclosed under circumstances that have caused loss of copyright or trade secret status therein, CONSULTANTS AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KINDand that the use of the Technology or Intellectual Property Rights as contemplated herein does not infringe any patent, EITHER EXPRESS OR IMPLIEDcopyright or other proprietary rights (including trade secrets) of any third party. There is no threatened or pending litigation relating any of the Technology or Intellectual Property Rights, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF THE CLAIMS OF ANY PATENTS ON THE TECHNOLOGY ISSUED OR PENDING, OR FREEDOM OF A PRODUCT THAT EMBODIES TECHNOLOGY FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL or affecting or challenging the ability of LICENSOR to perform its obligations hereunder. (l) To knowledge of LICENSOR, ITS TRUSTEESall Technology and Intellectual Property Rights are valid and enforceable, DIRECTORSand no person has asserted that any Technology or Intellectual Property Right is invalid or not enforceable. All Technology and Intellectual Property Rights that are registered are in full force and effect, OFFICERSand all actions required to keep such rights pending or in effect or to provide full available protection, EMPLOYEESincluding payment of filing, AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KINDexamination, INCLUDING BUT NOT LIMITED TO ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITSannuity, WHETHER and maintenance fees and filing of renewals, statements of use or working, affidavits of incontestability and other similar actions, have been taken, and no such registered Technology or Intellectual Property Right is the subject of any interference, opposition, cancellation, nullity, re-examination or other proceeding placing in question the validity or scope of such rights. All products using the Technology or covered by Intellectual Property Rights that are registered and all usages of Technology or Intellectual Property Rights have been marked with the appropriate patent, trademark or other marking required or desirable to maximize available damage awards.] (m) The Technology or Intellectual Property Rights contains no third party technology and there are no royalties payable by or to any person with respect to the Technology or Intellectual Property Rights. (n) LICENSOR SHALL BE ADVISEDhas fully complied with applicable laws, SHALL HAVE OTHER REASON TO KNOWregulations, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOINGrules with respect to the Technology, Intellectual Property Rights and SMARTBOOK, and obtained from appropriate regulatory authorities all licenses and approvals necessary for LICENSOR to perform under this Agreement. (o) LICENSOR has not taken any action, or failed to take any action, that might have an effect of estopping or otherwise limiting its rights to enforce the Intellectual Property Rights against any person. (p) In addition to any other express and implied warranties provided by law or otherwise, the Technology, SMARTBOOK or other products manufactured using the Technology shall conform to all of their specifications, drawings, samples and other descriptions thereof and shall be free from material defects in design, workmanship and materials that prevent them from substantially meeting the aforementioned criteria. Except as listed on Schedule 8.2(p), none of the Technology, SMARTBOOK, or other products manufactured using the Technology provided by LICENSOR to LICENSEE pursuant to this Agreement has been the subject of any product recall (whether voluntary or involuntary) or general service action during the past five years. In addition, LICENSOR hereby expressly warrants that the Technology, SMARTBOOK or other products manufactured using the Technology be merchantable and fit for the particular purpose of LICENSEE for which intended including but not limited to manufacturing of gaming products using the Technology and SMARTBOOK. (q) LICENSOR has not relied upon LICENSEE for legal or tax advices, and has in all cases sought or elected not to seek advices of LICENSOR’s own legal counsel or tax advisers. (r) LICENSOR fully understands and hereby acknowledges that upon execution of this Agreement, LICENSEE shall have the exclusive and perpetual license to use the Technology to manufacture, market and distribute gaming products including SMARTBOOK. LICENSOR REPRESENTS AND WARRANTS IN RESPECT TO THE PATENT RIGHTS HAT IT HAS LEGAL RIGHT TO EXTEND THE RIGHTS TO hereby represents and warrants that on or after the Effective Date it shall not (i) manufacture gaming products using the Technology or SMARTBOOK for its own account or any third party other than for LICENSEE and its affiliates, or use manufacture any similar products that compete against LICENSEE in any way or anywhere in the world; (ii) market, distribute, sell or otherwise handle gaming products using the Technology or SMARTBOOK to or for any third party other than for LICENSEE and its affiliates, or market, distribute, sell or otherwise handle any similar products that compete against LICENSEE; or (iii) contact any Existing Customers or LICENSEE’s customers or suppliers under any circumstances. LICENSOR further represents and warrants that it shall promptly forward any customer orders for gaming products using the Technology or SMARTBOOK it may receive on or after the Effective to LICENSEE, AND THAT IT HAS NOT MADE AND WILL NOT MAKE ANY COMMITMENTS TO OTHERS INCONSISTENT WITH OR IN DEROGATION OF SUCH RIGHTSand that any revenue from sale of gaming products using the Technology or in connection with SMARTBOOK on or after the Effective Date shall belong to LICENSEE and be paid to LICENSEE immediately upon written request from LICENSEE.

Representations and Warranties of Licensor. Licensor represents and warrants to Licensee as follows: a. Licensor is a corporation duly organized(a) To Licensor's knowledge, validly existing information and in good standing under the laws belief, Licensee's use of the jurisdiction Licensed Properties in connection with the Operation and/or Management of its organization the Licensed Theatres will not infringe any third party's intellectual property rights when used in accordance with the terms and has all requisite power and authority to own, lease and operate its property and to carry on its business as now being conductedconditions of this License. b. (b) As of the Effective Date hereof, there are no infringement orders, suits or claims pending or threatened in writing against Licensor that relate to any of the Licensed Properties. (c) To Licensor's knowledge, Licensor has full power good title to the Licensed Properties, free and authority clear of all Liens. Licensor has not received written notice of any adverse claim with respect to enter intoLicensor's use or ownership of any Licensed Property. Schedule A sets forth the Licensed Properties which are ---------- registered trademarks, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action the registration for each such registered trademark is held in the name of Licensor. This Agreement Licensor has been duly executed the right to grant to Licensee the right and delivered by license granted to Licensee pursuant to Section 2 of this License without obtaining the consent of any other person or entity; Licensor andhas not entered into any agreements, assuming this Agreement is duly executed and delivered by Transfers, Liens or encumbrances inconsistent with Licensee, constitutes a valid and legally binding obligation 's use of Licensor enforceable against Licensor the Licensed Properties in connection with the Operation and/or Management of the Licensed Theatres in accordance with its terms, subject to the effect terms and conditions of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remediesthis License. c. The execution and delivery by Licensor of this Agreement do not(d) LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES ARISING OUT OF, and compliance by Licensor with the provisions of this Agreement will notRELATING TO OR IN CONNECTION WITH THE LICENSED PROPERTIES, conflict with or result in a breach or default under any of the terms, conditions, or provisions of any contract to which Licensor is a party or otherwise bound. d. WHETHER EXPRESS OR IMPLIED. LICENSEE HAS 111 DETERMINED TO USE THE LICENSED PROPERTIES IN CONNECTION WITH THE OPERATION AND/OR MANAGEMENT OF THE LICENSED THEATRES ON THE BASIS OF ITS OWN JUDGMENT. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN THIS AGREEMENTTHE OPERATING LEASE, LICENSORNEITHER THE LICENSOR NOR ANY AFFILIATE, ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, CONSULTANTS AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES NOR ANYONE ACTING ON BEHALF OF ANY KINDOF THEM, EITHER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED INCLUDING, WITHOUT LIMITATION, AS TO WARRANTIES OF MERCHANTABILITYTHE SAFETY, TITLE, CONDITION, QUALITY, QUANTITY, FITNESS FOR A PARTICULAR PURPOSEUSE, AND VALIDITY MERCHANTABILITY, CONFORMITY TO SPECIFICATION, OR ANY OTHER CHARACTERISTIC, OF ANY LICENSED PROPERTY, OR ANY GOOD, SERVICE, APPARATUS, FACILITY, MATERIAL OR OTHER MATTER THAT BEARS OR EMBODIES ANY LICENSED PROPERTY; OR AS TO WHETHER ANY LICENSED PROPERTY OR THE OWNERSHIP, USE, OCCUPANCY OR POSSESSION OF THE CLAIMS OF LICENSED PROPERTY OR ANY PATENTS ON THE TECHNOLOGY ISSUED OR PENDINGGOOD, OR FREEDOM OF A PRODUCT THAT EMBODIES TECHNOLOGY FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERSSERVICE, THE ABSENCE OF LATENT APPARATUS, FACILITY, MATERIAL OR OTHER DEFECTSMATTER THAT BEARS OR EMBODIES ANY LICENSED PROPERTY, WHETHER COMPLIES WITH ANY LAWS, RULES, REGULATIONS OR NOT DISCOVERABLE. IN NO EVENT SHALL LICENSOR, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES REQUIREMENTS OF ANY KIND, INCLUDING BUT NOT LIMITED TO ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. LICENSOR REPRESENTS AND WARRANTS IN RESPECT TO THE PATENT RIGHTS HAT IT HAS LEGAL RIGHT TO EXTEND THE RIGHTS TO LICENSEE, AND THAT IT HAS NOT MADE AND WILL NOT MAKE ANY COMMITMENTS TO OTHERS INCONSISTENT WITH OR IN DEROGATION OF SUCH RIGHTS.

Representations and Warranties of Licensor. Licensor represents and warrants to Licensee as follows: a. Licensor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own, lease and operate its property and to carry on its business as now being conducted. b. Licensor has full power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of Licensor. This Agreement has been duly executed and delivered by Licensor and, assuming this Agreement is duly executed and delivered by Licensee, constitutes a valid and legally binding obligation of Licensor enforceable against Licensor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance and other similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies. c. The execution and delivery by Licensor of this Agreement do not, and compliance by Licensor with the provisions of this Agreement will not, conflict with or result in a breach or default under any of the terms, conditions, conditions or provisions of any contract to which Licensor is a party or otherwise bound. d. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, CONSULTANTS AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF THE CLAIMS OF ANY PATENTS ON THE TECHNOLOGY ISSUED OR PENDING, OR FREEDOM OF A PRODUCT THAT EMBODIES TECHNOLOGY FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL LICENSOR, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. LICENSOR REPRESENTS AND WARRANTS IN RESPECT TO THE PATENT RIGHTS HAT THAT IT HAS LEGAL RIGHT TO EXTEND THE RIGHTS TO LICENSEE, AND THAT IT HAS NOT MADE AND WILL NOT MAKE ANY COMMITMENTS TO OTHERS INCONSISTENT WITH OR IN DEROGATION OF SUCH RIGHTS.

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee as followsfollows and acknowledges that Licensee is relying on such representations and warranties: a. (a) Licensor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power power, authority and authority to own, lease and operate its property and to carry on its business as now being conducted. b. Licensor has full power and authority right to enter into, execute into and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action ; (b) the consummation of Licensor. This Agreement has been duly executed and delivered by Licensor and, assuming this Agreement is duly executed and delivered by Licensee, constitutes a valid and legally binding obligation the transactions contemplated hereby will not violate or conflict with any of Licensor enforceable against Licensor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies. c. The execution and delivery by Licensor of this Agreement do not, and compliance by Licensor with the provisions of this Agreement will notthe constating documents or by-laws of Licensor, conflict with or result in a breach or default under any of the terms, conditions, or provisions provision of any contract agreement or instrument to which Licensor is a party or otherwise boundby which it is bound or any judgment, decree, order, law, statute, rule or regulation applicable to Licensor; (c) Licensor is an individual residing in the State of Alabama with all necessary power to own its property and carry on its business, is duly licensed and registered to carry on business in each of the jurisdictions in which it operates, and has made all necessary filings under all applicable corporate, securities or taxation laws or any other law to which Licensor is made subject which, had such filings not been made, would have a material adverse effect on Licensor or its business operations; (d) this Agreement has been fully authorized, executed and delivered by Licensor and all other documents executed and delivered hereunder in relation to the granting of the exclusive, indivisible, non-transferable license by Licensor shall have been duly authorized, executed and delivered and this Agreement does, and such other documents will, constitute legal, valid and binding obligations of Licensor enforceable in accordance with their respective terms; (e) Licensor is a resident of the United States of America and is as such bound by the Taxation rules regarding royalty in the United States. d. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT(f) Licensor has the right to grant this exclusive, LICENSORindivisible, ITS DIRECTORSnon-transferable license to Licensee, OFFICERSfor the Territory, EMPLOYEESincluding the right to grant the Licensed Rights to Licensee in accordance with the terms of this Agreement; (g) Licensor is the owner of the Intellectual Property and that it has the sole right to grant this exclusive license; and it further warrants that it has granted no prior license and that there is no outstanding license granted by it covering the Product, ATTORNEYSthe Intellectual Property or the Licensed Rights and that this exclusive license is granted free from all encumbrances, AGENTS, CONSULTANTS AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF THE CLAIMS OF ANY PATENTS ON THE TECHNOLOGY ISSUED OR PENDING, OR FREEDOM OF A PRODUCT THAT EMBODIES TECHNOLOGY FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL LICENSOR, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. LICENSOR REPRESENTS AND WARRANTS IN RESPECT TO THE PATENT RIGHTS HAT IT HAS LEGAL RIGHT TO EXTEND THE RIGHTS TO LICENSEE, AND THAT IT HAS NOT MADE AND WILL NOT MAKE ANY COMMITMENTS TO OTHERS INCONSISTENT WITH OR IN DEROGATION OF SUCH RIGHTSliens or actions of any nature whatsoever.

Representations and Warranties of Licensor. Licensor represents and warrants to Licensee (with respect to the LMT Technology existing as follows: a. Licensor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction Effective Date when such representation or warranty refers to the LMT Technology): (i) Except for the agreements set forth on Attachment A to this Agreement, true and complete copies of its organization and has all requisite power and authority to own, lease and operate its property and to carry on its business as now being conducted. b. Licensor has full power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has which have been duly authorized by all necessary corporate action of Licensor. This Agreement has been duly executed and delivered by Licensor andto Licensee, assuming each of Licensor and Crucible has good title to the LMT Technology which it purports to own and valid licenses and sublicenses to the portion of the LMT Technology which it purports to license and sublicense, in each case, free of all Liens. A “Lien” is any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, bailment, conditional sales or title retention agreement, lien (statutory or otherwise), charge against or interest in property, in each case of any kind, to secure payment of a debt or performance of an obligation. Since the Original Effective Date, neither Licensee nor Crucible has entered into any agreement, contract or arrangement that has resulted or could result in the future in the transfer of all or any portion of the LMT Technology in the breach or termination of all or any portion the sublicense granted by Licensor to Licensee pursuant to the Original Sublicense Agreement, or the abandonment or revocation of Licensor’s or Crucible’s rights to all or any portion of the LMT Technology, or in the breach or termination of all or any portion of the sublicense granted by Licensor to Licensee pursuant to this Agreement. Attachment A to this Agreement sets forth a true and complete list of all agreements or understandings to which Licensor or Crucible is duly executed a party or by which the LMT Technology is bound that grant exclusive license rights with respect to all or any portion of the LMT Technology. Since the Original Effective Date, neither Licensee nor Crucible has entered into any agreement, contract or arrangement that amends, terminates or otherwise modifies or waives any of terms and conditions of any of the agreements listed in Attachment A to the Original Sublicense Agreement, except for amendments specifically listed in Attachment A to this Agreement. For clarity, Licensor represents and warrants that the exclusive licenses granted by Licensor or Crucible as of the Original Effective Date have not changed except that by an amendment dated as of December 31, 2012 to the License Agreement dated August 5, 2011 with Innovative Materials Group, LLC (“IMG”), for valuable consideration, Licensor re-acquired from IMG the exclusive right to Eyewear Products that had been previously licensed to IMG. The Parties agree that Eyewear Products remain within the definition of Additional Excluded Fields. No other changes to the Additional Excluded Fields has been made since the Original Effective Date. (ii) All licenses and sublicenses included in the LMT Technology permit the grant of the sublicense contemplated in this Agreement. (iii) Neither Licensor nor Crucible is in breach of, nor is there any default under; (A) any license or sublicense included in the LMT Technology under which Licensor or Crucible is a licensee or sublicensee, including without limitation the LMT License, nor has any party to any such license or sublicense asserted any breach or default thereunder; or (B) any license or sublicense by Licensor or Crucible of the LMT Technology, including without limitation the LMT License, nor has any party to any such license or sublicense asserted any breach or default thereunder; (C) any agreement with Apple or any of its subsidiaries, nor has any party to any such agreement asserted any breach or default thereunder. (iv) Licensor has delivered by Licenseeto Licensee a true and complete copy of each of the LMT License, constitutes a valid the Apple Master Agreement and legally binding obligation of Licensor the Apple License Agreement (as defined in the Apple Master Agreement), including any amendments thereto. Each such agreement is valid, in full force and effect and enforceable against Licensor in accordance with its termsterms against the parties thereto, and (A) Licensor and Crucible have fulfilled when due, or have taken all action necessary to enable it to fulfill when due, all of their obligations thereunder; (B) there has not occurred any default (without regard to lapse of time, the giving of notice, or any combination thereof) by Licensor or Crucible, nor, to the knowledge of Licensor or Crucible, has there occurred any default (without regard to lapse of time, the giving of notice, or any combination thereof) by any other party to either such agreement; and (C) neither Licensor nor Crucible, nor, to the knowledge of Licensor or Crucible, any other party to either such agreement, is in arrears in the performance or satisfaction of its obligations under either such agreement, and no waiver or indulgence has been granted by any of the parties thereto. (v) Neither LMT nor Crucible, and to the knowledge of Licensor and Crucible, no third party, has specifically asserted Intellectual Property Rights covering the LMT Technology against any third party, in a licensing or other context, in a manner in which the third party (A) has been accused of infringing or misappropriating the LMT Technology; or (B) has standing to bring a declaratory judgment action. (vi) To the knowledge of Licensor and Crucible, the LMT Technology has not been, and is not, the subject of any threatened, pending or past litigation, reexamination, reissue or interference proceeding, or other interested parties legal proceeding before any tribunal of competent jurisdiction. (vii) There is no pending or, to the knowledge of Licensor or Crucible, any threatened claim that the use of the LMT Technology infringes any third party Intellectual Property Rights and, to the knowledge of Licensor or Crucible, there is no basis for any such claim. (viii) There is no patent claim in the LMT Technology that has been found to be invalid or unenforceable, in whole or in part, for any reason, in any administrative, arbitration or judicial proceeding before a tribunal of competent jurisdiction, and neither Licensor nor Crucible has received notice from any third party threatening the filing of any such proceeding. (ix) No litigation or other proceeding has been initiated or, to Licensor’s or Crucible’s knowledge, threatened against any of Licensor, Crucible, the LMT Technology, or this Agreement or the Confidentiality Agreement (such Agreements collectively, the “Transaction Documents”). (x) The LMT Technology is not subject to any express or implied licensing obligations of a standards body or patent pool. (xi) Neither Licensor nor Crucible has contributed computer code patented in the LMT Technology to an open source computer program or otherwise made any contributed computer code patented in the LMT Technology subject to the effect obligations of bankruptcya copyright license for computer software that makes the source code available under terms that allow for modification and redistributing without having to pay the original author. (xii) Subject to the rights of Apple and Licensor’s reasonable discretion, insolvencyall patents and patent applications for the LMT Technology were, reorganization, moratorium, fraudulent conveyancehave been, and continued to be duly maintained in accordance with the requirements of the United States Patent and Trademark Office and any foreign patent offices as applicable, including but not limited to the payment of all maintenance fees, annuities and other similar laws relating payments owed. (xiii) The LMT Technology includes, without limitation, all Intellectual Property Rights that are reasonably required in order for Licensee to develop, manufacture and use the “1.5 melt system” that has been developed for use in connection with certain machines used to manufacture products using or affecting creditors’ rights generallyincorporating the LMT Technology, other than any such Intellectual Property Rights that (A) are owned by Licensee, or (B) are incorporated within component parts or subassemblies that are generally available from third party vendors in the availability of equitable remediesopen market on standard terms and conditions. c. (xiv) Licensor has not entered into any agreement, contract or other arrangement with any customer or potential customer that precludes, restricts or inhibits such person or entity from dealing with Licensee on such terms as such person or entity and Licensee may choose to agree. (xv) The execution only other licensees and delivery by sublicensees of the LMT Technology are those listed in Attachment A to this Agreement. (xvi) As of the Effective Date, Licensor has made, to the best of this Agreement do notits knowledge, a full and complete disclosure to Licensee of all Intellectual Property and Intellectual Property Rights within the LMT Technology. (xvii) As of the Effective Date, Licensor is not a party to, and compliance by Licensor is not currently engaged and has not been engaged within the past six (6) months, in any discussions or negotiations with the provisions any third party with respect to: (a) a possible a sale of this Agreement will notall or substantially all of Licensor’s stock, conflict with assets or result in a breach or default under any business (regardless of the terms, conditionsform which such a transaction might take), or provisions (b) an exclusive manufacturing agreement, or (c) except as disclosed pursuant to Attachment A, an exclusive license of any contract the LMT Technology within a particular industry. As of the Effective Date, except as disclosed pursuant to which Attachment A, Licensor is not a party to any agreement providing for, and is not currently engaged in any discussions or otherwise boundnegotiations with any third party with respect to, any license of the LMT Technology within a particular industry. d. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, CONSULTANTS AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF THE CLAIMS OF ANY PATENTS ON THE TECHNOLOGY ISSUED OR PENDING, OR FREEDOM OF A PRODUCT THAT EMBODIES TECHNOLOGY FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL LICENSOR, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. LICENSOR REPRESENTS AND WARRANTS IN RESPECT TO THE PATENT RIGHTS HAT IT HAS LEGAL RIGHT TO EXTEND THE RIGHTS TO LICENSEE, AND THAT IT HAS NOT MADE AND WILL NOT MAKE ANY COMMITMENTS TO OTHERS INCONSISTENT WITH OR IN DEROGATION OF SUCH RIGHTS(xviii) Each of the foregoing representations and warranties has been true and correct at all times commencing as of the Original Effective Date and continuing through the Effective Date.